The First Winter
by Inthend
Summary: Twilight and her friends encounter a new evil surfacing in Equestria, one that threatens to take control over everypony and everything in sight. Will Twilight be able to survive as she struggles with her feelings of friendship?
1. Chapter 1

The lavender unicorn sat alone at the edge of the cliff, her faint silhouette unmoving under the starry night. It was an abnormally beautiful night with a soft cool breeze blowing her amethyst bangs back above her horn before travelling past her to rustle the grass where the crickets held a steady drawl of chirping. The waves below crashed against the worn, jagged rocks that threatened any pony who dared to scale the treacherous cliffs that overhung an unknown cove. But even still, there was a sense of peace and tranquility where Twilight sat. There was no danger being here. She looked up to the full moon that idled near the pristine white castle that Twilight had once called home. It had been nearly two years since she had left Canterlot and it had just now struck her that she had left her home, the place where she had grown up at as a filly. She remembered looking out of the castle windows to the exact place she sat now, wondering if any pony would ever be there. It was an odd sense of time that passed through her. Nothing seemed to be the same since she had met her new friends; she had even made some enemies despite everything she tried.

Lost in thought, Twilight gazed back up at the radiant moon only to realize that it had changed since she had first come to Ponyville. The familiar pattern of dark craters that had covered the left half of the moon had completely disappeared and now seemed foreign to her. This was not the moon she had grown up with all her life. Every night that she had gazed up at it and now it was different. The face of the mare that had been imprisoned in it had now safely returned to Canterlot and all was fine in Equestria. But something was still missing, Twilight felt empty inside despite being surrounded by her loyal friends and achieving so much. The gentle swaying of the grass behind her began to subside as the wind slowly died away and the crickets' chatter stopped for an instant, momentarily drawing Twilight away from her thoughts to survey her surroundings. It had become an eerie ghostly silence, but the tranquil atmosphere stayed the same. There was no danger in Equestria and everypony knew it.

As if on cue the breeze began to pick up again and the crickets continued to deafen the background with their high pitched calls that all seemed to blur together into the night. Nightmare Moon had been the only lethal threat there had ever been in pony history according to all the books Twilight had read. Now Nightmare Moon had reverted back to the beautiful and elegant Princess Luna who once again lived happily with her older sister in the royal castle where everyone trusted her again. _'Was that such a good idea?' _thought Twilight, not expecting to dive any deeper into the subject with herself. A nagging in the back of her head reminded her that she had to get back to her home before Spike woke up. He never knew about her nightly outings since she kept him so busy throughout the day that he would fall asleep instantly when he got to his bed. It was becoming more and more difficult for her to be alone with her thoughts since Owlicious became her night assistant. Thankfully there were plenty of errands she could send him on to make sure she got the precious time she cherished so much.

As Twilight slowly padded back to her library home she recalled all the friends and enemies she had met, and how their personalities had changed her. The extravagant cotton candy coated earth pony that always seemed to be on a sugar rush had taught her to not be afraid of what she didn't understand. At this point there wasn't much that Twilight didn't understand, but even so it was a nice gesture. The pale yellow pony she knew as Fluttershy had taught her that it was always right to care for the innocent, no matter the cost. Her mind skipped as she plodded past a shadowed rock, a familiar indicator that she was close to home, unseen in the now faint moonlight as the dawn began to echo its image across the land.

The physical senses of life began to creep through Twilight's thoughts and interrupt them as she looked ahead to see her quaint little home. It wasn't the home she had grown up in, but it was home all the same. The library that was nestled on the inside of a large oak tree had been the perfect place for her to stay. She craned her neck to admire the many branches that sprouted from the top and how they spread and tapered to create the canopy structure overhead. Her love of books and knowledge had convinced her that there was no better place in Ponyville that she would rather be. A smile crept across her face as she remembered the distaste she had held for the broken down library when she first moved in. The shutters had been creaking in the wind and every floorboard seemed to cry out underneath the mare, but now it was finally her home. The home where she knew Spike would be curled up in the basket that she had conjured for him using all the magic she knew at the time. She remembered the moment of triumph and accomplishment when she finally completed the spell and Spike had looked up at her with near endless amounts of joy and pride.

She neared the door when she suddenly felt a pang of guilt. _'Why?'_ she thought to herself as the tip of her horn glowed a transparent purple that extended out to envelope the door, easing it open with marginal effort. Maybe it had been all the ponies she hadn't gotten a chance to consider affected her life. All those faces: Rainbow Dash and Applejack and Rarity and Celestia and Trixie. Trixie. Twilight let out an annoyed guffah as she thought of the egotistical cyan unicorn that had once challenged her and made fools of all her friends. What had made her think of Trixie after all this time?

Stifling a yawn, Twilight slowly made her way to her bed, making sure not to disturb Spike in the process as his bed lay directly at the feet of hers. She gazed down at the purple and green dragon with affection, a small grin escaping as she admired how adorable he was as he slept. His tail wrapped around him as he snuggled deep into the pegasus down pillow that Rarity had found for him since he was apparently allergic to gryphon down. Rarity had seemed legitimately concerned when Spike had broken out in hives after Twilight had first gotten him a pillow. It seemed odd that a fashionista pony such as Rarity would be concerned with the troubles of a baby dragon she hardly knew. Any further thoughts of Spike and Rarity were promptly pushed out of her mind as she finally collapsed onto her bed and drifted into a steady, comfortable sleep.

The next day was like any other, Twilight sat scanning through her books for nothing in particular while Spike silently watched from across the room. He slowly reached for _A History of Felines in Equestria _as he noticed Twilight was just finishing up her book on the origin of the constellations. _'I wonder if anypony will come visit us for once,'_ Spike mused. It seemed like it had been ages since Pinkie had thrown a party for something. Maybe the pink pony had finally slowed down. Ponyville seemed a lot less interesting nowadays. There were no more terrifying creatures or explosions or anything since Twilight and her friends had defeated Discord. Since then the six fillies hadn't seemed as close as they once were.

A sense of drawl and boredom hung in the air of Ponyville the next couple of weeks. There were no adventures or anything of particular note. Spike woke with a start one morning. It didn't matter which morning, they all seemed to blur together at this point. The brisk morning sun was just beginning to rise in the distance as the last shadows of the night were fading away. The tiny dragon stretched out his arms, slowly cracking each individual joint before clumsily crawling out of his basket. Twilight was still peacefully asleep in her bed, the slow methodical rise and fall of the blanket gave Spike a sense of urgency to be completely silent as he paced around the house. "Is it odd that nothing has happened lately?" Spike spoke softly to himself. "I've been so bored." A pang of guilt hit him as he realized Twilight must be even worse off than he was. "At least she has her books, but still…" Spike pondered, "I should do something nice for her!"

Something nice always meant food in some way to Spike, so he began to quietly collect the pots and pans that were strewn across the kitchen, every clink causing him to pause for a second to make sure he hadn't disturbed Twilight sleeping. He started to stack the pots and pans delicately in his left hand, swaying slightly to keep them in balance as he reached out with his right hand to flick the stove on. "Maybe I'll make her my famous pancakes with the syrup that we got from Fluttershy a while ago." Just as he began to light the stove a series of knocks at the front door startled him into a sudden fit that sent all the pots and pans he had been holding into the air. He let out a terrified yelp as he fumbled with the pots and pans and watched on in horror as each individual one seemed to crash to the marble floor in slow motion, deafening the room with every clink and clam. It had been so long since he had heard the familiar clop of a hoof on the front door. His outburst must have woken Twilight as he heard the soft plodding of hooves coming down the spiraled stairs from her room.

"What's with all the commotion Spike?" she asked him sleepily through half closed lids. Already inferring the answer, she turned her sleepy gaze towards the door. Before Spike could say anything, another series of knocks erupted from the door, this time in quick succession. Whoever it was, it must be urgent. Spike rushed over to the door, dodging the fallen pots and pans, while Twilight started to channel her magic around it from the top of the stairs. Before either of them could complete their tasks, the door exploded open with a crackle of splinters and shrapnel, sending shards of loose wood and iron across the room. The largest intact portion of the door came to rest at the base of the bookshelf directly across the room from the door with a crash. The surprise from the door being kicked in dumbfounded the baby dragon as he continued to rush forward, not sure what to do. The momentum that he had been carrying sent him hurtling into the tan pony standing just outside rather than the door he had been expecting to be there. The impact was about the same. With an almost satisfying thud, the purple dragon crashed into the immovable pony before promptly tumbling to the ground back where he had been running. Twilight almost had to stifle a giggle as she watched the scene unfold in front of her, but she knew that there were more important matters to attend to as the invading pony looked up at her with a serious expression.

"What's wrong Applejack?" Twilight ventured, recognizing her apple-loving friend. Maybe something exciting had finally happened in Ponyville.

"Oh nothing's wrong sugarcube, Ah just need to borrow a spare shovel if in you have one." Applejack replied simply as if the whole ordeal had not just taken place. The tanned earth pony stood firm on the ground, a golden mane slightly concealed by an old cowboy hat fell delicately against her neck as it came to a braid at the end. Her muscles bristled beneath her autumn tanned hide as she struck a powerful pose at the door. She was truly a marvelous site to anyone who hadn't met her.

"A shovel? That's it?" Twilight replied, slightly irritated that it was nothing life threatening as she took another step down the stairs.

"What do ya mean _that's it_?" the tan pony replied forcefully, her body taking on an almost hostile stance. She did not like being insulted, no matter how minor it seemed. Anything that was important to her was worth fighting for.

"Oh no, that's not what I meant." Twilight hastily doubled back on her words. "I was just expecting an emergency, you know." She looked back at the shards that still remained of her front door lying across the room and the disentangled pile of Spike that lay unconscious at the foot of the stairs below her.

"Why would ya think that?" Applejack cocked her head as she looked up at the purple mare standing warily at the top of the stairs.

Twilight gave the country mare a curious look. "Well you did just kick my door in." responded Twilight hesitantly.

"Ah sorry bout that, Ah just kinda need that shovel soon so I can get back to work on ma farm, so if ya'll could just point me in the right direction..." It was true that the Apple family had supplied the only apples to Ponyville for generations and that they took their work very seriously. Applejack was no exception.

"I don't own a shovel" replied Twilight smartly, "why would a librarian need a shovel?"

"Ah guess Ah didn't really think about that, aw well, thanks anyway." the tanned pony replied hastily as she made her way back out the door.

"Wait!" Twilight exclaimed prancing down the rest of the stairs and hopping over Spike's lifeless body to catch up with her friend. "Do you want to do something later today? Maybe go for a picnic or shopping? We could invite everyone and make a day of it, just like old times." A brightening smile spanned across the purple mare's face as she lifted her beautifully amethyst tail high and looked excitedly to her friend with big pleading eyes.

"Aw shoot hun, Ah'm sorry but Ah've got so much work ta do. Maybe after apple bucking season is over," answered Applejack shortly with a disappointed look, seeing the purple mare's heart break with every word.

"Oh. Ok then." Replied Twilight, a visible slump coming over her as her tail drooped and her head bowed so deep that her nose nearly scraped against the cold morning ground. Her enthusiasm completely destroyed, the purple mare slowly dragged herself back to her library, her tail swaying lightly against the rocky path with each step bringing her further away from her friend. Applejack felt bad for the lonely librarian but there was nothing she could do as long as she had work to do on her farm. Ponyville relied on the Apple family for food and she couldn't let them down. She watched her friend return to her library home with an abnormally heavy feeling of sympathy as she contemplated who else in Ponyville would have a shovel.

As Twilight trudged back through the doorway she gave Spike a gentle nudge with her front hoof as she stepped over him, making sure he was still alive. The shattered remains of the door still lay across the room and it took careful footwork to avoid the many splinters and scrap metal that had been strewn across the room, but Twilight paid it all no mind. What was she supposed to do without her friends? What had happened to the close friendships that they had all once shared? She didn't feel much like contemplating the ordeal any longer and just wanted to lie down; find a nice comfy corner of her bed and just lay in the dark. There wasn't anything else to do.

Spike let out an anguished groan as he sat up, rubbing his throbbing head and stiff back at the same time. What had hit him? It felt like a train had run him over and then backed up to run him over again. The purple dragon slowly got to his feet to survey his surroundings. 'Maybe that is what happened' he thought as he looked around at the calamity of the rest of the room. He heard a shuffling behind him and turned to watch as Twilight shifted away up to her room, looking visibly depressed as the wooden splinters from the shattered door started to pile up under her drooping tail like a broom. "Hey Twilight, you ok?" he called after her, but there was no response, not even a recognition of him as she slunk away to seclude herself in her room. "I wonder what happened," Spike asked himself as he took another long look around the room at the destruction that had taken place.

The events that had taken place with the arrival of Applejack and the door being hurled across the room slowly came back to him as he strolled into the kitchen to find similar destruction. The pots and pans he had been holding before Applejack arrived were scattered across the marble floor of the kitchen, many of them dented with their handles bent at odd angles. "How did this even happen?" he exclaimed, picking up one of the pans to examine the handle that had been completely bent around to resemble a U shape. He paused to look around for a moment after his words broke the unruly silence there had been since he had woken up and Twilight had shuffled away. A feeling of remorse hit him suddenly; he hadn't thought about it, but Twilight hadn't seen her friends in a while and that must have been why she looked so depressed. "Well I guess breakfast is out of the question now."

Spike started to feel light headed as he reached down to pick up the rest of the pots and pans, having to at one point crumple to the cold marble floor to keep from passing out. _'This can't be good,'_ he thought to himself, maybe he had a concussion. He didn't feel much like disturbing Twilight in her dreary state to give him an exam; maybe Zecora would be able to mix up some remedy or potion that would make his head stop throbbing. The mysterious zebra living in the Everfree Forest always seemed to know exactly what to do for every condition and illness.

The thought of leaving Twilight alone in her present state made Spike hesitate as he thought of travelling to Zecora's. How could he just abandon the first and closest friend he had ever known to pout alone in her cold, dark room? He flinched as a sudden pounding wracked his skull again, answering the question for him. Another groan escaped as he held his head in his tiny hands and swayed to keep his balance. Twilight would just have to cope without him.

Slowly regaining his strength, the baby dragon made his way to the shattered doorframe, shards of wood still hanging from the hinges as he ducked to avoid them. He took one last longing look back up at the stairs where Twilight had receded away a few moments ago before hesitantly hobbling away towards the Everfree Forest.

Twilight curled up in a tight ball at the edge of her bed, holding her frayed tail up to her nose before realizing that it was still coated in splinters and dust from earlier. She took the time to pick each individual splinter and speck out of her once beautifully groomed tail, trying to keep her mind blank while she performed the simple task. She let out an unexpected sob as she thought of the dying friendships that encompassed her. It hurt to think. Maybe she would just stop thinking from now on.

The room grew colder and colder as the day went on and the sun rotated behind the closed curtains of her room. Twilight wasn't sure how much time had passed since she had secluded herself, but it finally felt like it had been long enough. Her bones had started to ache and her head had become numb from the attempts of trying to stop her mind from racing. The lonely unicorn yawned quietly as she stretched her arms and legs out and proceeded to sit up on her bed, tucking her front hooves close into her body and giving a sleepy glance around her star decorated room. A shuffling outside quickly brought her attention to her door as she heard a silent "oh" just outside, so quiet it could have been mistaken for the wind.

"Who's there?" Twilight asked cautiously, cocking her head slightly at the continued shuffling outside, not sure if anyone would respond.

"Oh um, I'm sorry to disturb you, is that you Twilight?" the voice was almost undecipherable as the shuffling continued uneasily behind the door.

"Yeah it's me, is that you Fluttershy? Is everything alright?"

"Um yes, I was just walking by and noticed your door was gone and I was worried that you might need help," the voice came slowly from behind the door again as the shuffling stopped for an instant, waiting for a reply.

Twilight raised herself up higher as a sense of unconditional comfort washed over her and she started to blush at the idea of having such a good friend that cared for her. Leave it to Fluttershy to make everything better.

"Yes I'm fine. Thank you." Twilight replied sincerely, gazing back at the door with a look of affection.

"Oh um, okay. Do you mind if I come in?" the voice came again.

"Not at all," answered Twilight as if she didn't need to ask.

The door opened slowly to reveal a petite, butter-colored snout that poked around the corner timidly, shortly followed by a slender face with wide glistening eyes that looked around the room worriedly. Twilight had the urge to tell the pony that everything was alright before she realized that Fluttershy was there to comfort _her_. The light pink haired mare hesitantly entered the room and set her eyes on the lone unicorn that sat elegantly on the bed in the middle of the room.

Fluttershy sat abruptly at the edge of the room to admire her friend for a few moments with a small, wry smile growing across her face. The image of the bright eyed unicorn yawning sleepily on her constellation adorned bed, her amethyst mane completely mottled with bed-head, made the sensitive peach colored pegasus grin as she took in the exquisiteness of her friend. Twilight continued to sit sleepily on her bed watching while Fluttershy nonchalantly scanned the foreign room, captivated by the many pictures of Twilight and Celestia together gazing up at the stars and the diverse books that were neatly scattered about the room in assorted piles. The arched ceiling was covered with a glowing paint that seemed to convey an accurate representation of the stars and their general directions as they would move across the night sky.

"Oh that's pretty," Fluttershy finally murmured softly, looking up at Twilight meekly as she awkwardly tried to break the silence.

"Isn't it?" replied Twilight lolling her head back to gaze up at the ceiling and letting out a satisfied sigh. Fluttershy broke out in a tentative smile again as she found a connection with the scholar.

"Oh and is that Draco?" the peach pony asked, directing her hoof to a cluster of stars almost directly in the middle of the rounded ceiling.

"Yep! I didn't even know about that one until Luna came over to help me put all of this together." The purple mare scanned the ceiling of her room again.

"Oh you've seen Luna since…" Fluttershy's words trailed off as she thought of the horrifying Nightmare Moon who had tried to bring eternal night to Equestria.

"Ah yeah, she's pretty nice once you get to know her. She showed me all the patterns and shapes she made in the sky and how she hoped they would guide lost ponies safely back home in the dark."

Fluttershy hadn't seen Luna since they had defeated Nightmare Moon and had watched her apologize to her sister before hastily travelling back to the royal castle to live in almost complete isolation. She hadn't known of anypony who had seen her since. The thought of Twilight hanging out with someone outside of their circle of friends made Fluttershy slightly jealous, but she pushed the feeling aside as Twilight finally stood up to gently hop off her bed, landing with feline grace on the hard wooden floor. She strolled over to Fluttershy with half closed eyes and a small grin, but she wasn't acting like she was sleepy anymore. Had she been shaking her hips more than usual just now?

"Thank you so much for coming over to check on me Fluttershy."

"Oh no problem at all, I was just a little worried after seeing your front door…" It was obvious that the sensitive pony was blushing as she turned her attention to the floor, her light pink hair falling over her hot face.

"No I mean it. No one has visited me in weeks." The purple unicorn sat down uncomfortably close to Fluttershy, wrapping her tail around herself as she looked down at the nervous pony. Fluttershy leaned away as she looked up gradually to meet Twilight's gaze.

"Oh, I'm sorry to hear that," Fluttershy said nervously, scooting away slowly.

Twilight gave the pegasus a curious look before letting out a heavy sigh.

"I'm sorry if I'm making you uncomfortable, I've just been so lonely lately and I don't want to lose all of my wonderful friends." Twilight tried to explain her spontaneous actions, if not for Fluttershy then for herself.

"It's okay, I understand Twilight. I think not being able to see each other has affected all of us in some way. I've been so busy taking care of Angel since he got sick that I haven't had any time for myself or my friends."

"That makes sense," Twilight paused, deep in thought. "But maybe we could put something together so that everypony could see each other again."

"That's a great idea, but I'm not sure if there's going to be a time that works for everypony."

"Yeah I'm afraid you may be right," a depressed look came over the unicorn as she looked down at the floor in front of her.

"But I'm sure we'll figure something out," Fluttershy quickly tried to comfort her friend after seeing how depressed she had suddenly gotten.

Twilight forced a small smile but continued staring at the ground in front of her. Fluttershy seemed to visibly wilt as her heart broke for her friend, but she had to be getting back to Angel soon. The gentle pegasus finally leaned up against Twilight, tucking her friend's head under her chin, and rocked back and forth slowly, letting her know that everything was going to be alright. They spent several minutes in the snuggling embrace before Twilight started to stir and Fluttershy lifted her head to look down at her friend. Twilight looked up at Fluttershy with a more convincing smile this time, letting her know that it was fine for her to leave now if she needed to. Without a word, Fluttershy brushed up against her friend and smiled sympathetically back at her one last time before shifting out of the room.


	2. Chapter 2

The cobblestone paths of Ponyville had never seemed very practical to Spike as he made his way towards the edge of town, but who was he to question the thought process of ponies. He had known Twilight his entire life and still didn't understand how she got to some of the conclusions that she did, but that may just be Twilight. He remembered when she had tried to cause a friendship catastrophe so that she would have a letter to write to the princess. _'I wonder what she's been writing lately,'_ he thought to himself.

Spike continued to trudge through the streets as he pictured Twilight curled up in her room alone. It was so sad how her friends had all seemed to abandon her and left her alone again. It would have been no problem before when she hadn't had any true friends, but now that she did it was like taking away a piece of her - like taking away her horn. Spike shuddered and scratched his head where a horn would be at the thought of a unicorn losing her focal point and having no way to release her magic. The combination of thinking about losing a horn and the act of scratching his head reminded him why he was going to Zecora's in the first place as his skull started to pulse relentlessly once again.

Spike started to near the bakery at the edge of town when the ground started to tremble and shake as sounds of crying and screaming pounded against his throbbing head. A rainbow streak flashed before him as the bakery door burst open. Spike threw his arms up to protect himself, his muscles tense as he waited for an impact that never came. Spike nervously took his arms down from his face as he looked at the cotton candy mare standing at the doorway of the bakery. Whatever the rainbow streak had been, it was gone now.

"HI SPIKE!" the baby dragon flinched as the words pierced through his skull and continued to echo around in his brain like a bouncy ball.

"Uh, hi Pinky," Spike said slowly, slightly irritated at how loud she was talking.

"I WAS JUST WONDERING IF YOU KNEW WHERE RAINBOW DASH WAS GOING." His head throbbed on every word the excited earth pony squealed.

"No, no, I don't know where she's going." He held his head in his hands as he slowly shook it back and forth. His head hurt too much to even care about what had just gone on in the bakery.

"OH OKAY! HOW ARE YOU SPIKE? HOW'S TWILIGHT? HAVE YOU TALKED TO RARITY LATE…"

"QUIET!" Spike screamed at the deafening pony, dropping to his knees as his head convulsed at his own outburst.

"Oh I'm sorry, are you okay Spike?" Pinkie calmed down and cocked her head as she gave a concerned look at the purple dragon writhing on the ground.

"Ugghhh…"

"Spike?"

". . ."

"Spike?"

". . ."

The pink mare hurriedly rushed over to scoop the baby dragon up and take him inside as he groaned in agony, still holding his head in his tiny hands.

Spike woke with a start. He was sitting alone on a red velvet cushion that had been placed in the center of a finely decorated room he inferred was Pinkie's second story loft above the bakery. Party balloons, banners, streamers, confetti, glitter, and all manners of party implements lay strewn across the room. His head had finally stopped pounding as he slowly got to his feet, swaying slightly. How long had he been out? He glanced out the window with a relieved sigh as he saw the sun was still hanging high above the horizon. It couldn't have been too long. Unless he had slept more than a day! A worried expression came over his face as he scanned the room for somepony who would help him.

"HEY SPIKE YOU'RE AWAKE!" Spike jumped and cringed at the same time as the unexpected voice pierced the room suddenly. He turned to see that the party pony was only inches from his face, bouncing up and down with delight. The odd part was that for being such a loud mouthed pony, she was unnervingly silent as she hopped about the room.

"How long have you been here?" Spike asked tentatively.

The pink pony stopped bouncing for a second as she tilted her head to look at the baby dragon.

"Oh you mean in the room with you? The entire time." Spike scanned the room quickly trying to figure out how he could have missed the energetic pony when he had first woken up.

"I've been working so hard lately on developing a new kind of party and just now had Rainbow Dash over to test it, but I don't think she liked it very much." The pink pony gave a strange, almost wicked grin as she spoke about the pegasus that had escaped.

"That's nice…" Spike wasn't paying attention to her words as he continued to puzzle how he could have missed her in the large, open room.

"Are you feeling better now?" Pinkie asked giving another concerned look to the baby dragon.

Spike snapped back to reality as he focused in on the strange mare that was addressing him. She seemed different, he couldn't put his finger on it, but she had an almost innocent, yet sinister aura around her as she looked at him. He suddenly felt in danger as he started to back away from the oblivious mare.

"Spike? Is everything alright?" she asked taking a step towards him with another concerned look, this time sporting a devilish grin. She was almost like a predator ready to pounce on him as she stared him down. Was he just imagining all of this? Maybe he had passed out back at the house? The room started to spin as he flailed his arms about to keep his balance, but it wasn't enough as his head hit the ground with a resonating thud. His body was paralyzed as his vision started to grow black around the edges and creep towards the center, completely covering his world. Before he completely blacked out he recognized a lone pastry propped up neatly on the floor directly in front of him. It was almost as if it had been placed there on purpose just for him to see.

~Break~

Her new wagon teetered and shook over every pebble as the cyan mare lugged it behind her over the treacherous mountainside trail that was barely able to hold the width of a pony, much less a wagon. Small rocks tumbled over the side as she stepped over them, soon turning into large boulders that plummeted mercilessly into the canyons below. The clouds above were a thick menacing black, almost as black as the night, which threatened to soak her in chilling rain at any moment, and she wasn't particularly fond of getting wet and cold anytime soon. Digging her hooves into the hard earth, she stubbornly tried to pull the wagon up the hill using all of her weight, but it didn't seem to help speed up her journey at all, in fact it just added to her exhaustion. This new wagon wasn't nearly as finely crafted as her old one had been. The wheels were almost square and wouldn't even roll down the side of a hill if you let it go, unlike her old one that seemed to pull itself at times. Her beautiful old wagon that had been crushed back in Ponyville had contained everything she had ever owned before she had been forced to abandon it when she fled the tiny town. The road finally opened up around a bend at the edge of the cliff which was just wide enough for the panting mare to pull the wagon out of the way to stop and rest.

Trixie grimaced as she recalled what had happened back at the simple little town. She didn't know what had happened to her; something about the hick town full of degenerate inbreds had made her lose control and challenge anypony to be better than her in some way. The idea of anypony from that town being better than her at ANYTHING had made her snort at the time, but looking back at it now she was glad that she had been put in her place by that other unicorn. What was her name? Dawner? Or Dusk? She fidgeted as she thought of the elegant purple mare.

The saddle of the wagon started to chafe against her haunches as she puzzled over the unicorn's name. Maybe it was time to take a break she thought as she shifted under the weight of the wagon. Not many ponies appreciated the hard work the powerful unicorn put into her shows at every town. It was just another travelling gypsy show to them. They didn't even realize that she had to pull the heavy wagon across the countryside without any help, a feat that most gypsies wouldn't attempt just to show off their talents and meet new ponies. Trixie knew from the beginning that she was special, that she had to show off her talents to the rest of Equestria. It was something inside of her that had always motivated her to illustrate her magical abilities at their very best even though she never fully understood why. Her thoughts paused as the image of a strange black and white pony chanting foreign words in a room filled with purple and green vapors flashed across her memory for an instant before disappearing back into the folds of her memory. These recurring visions had been happening more and more lately for some unknown reason. The mysterious mare that haunted her dreams had appeared ever since Trixie fled Ponyville. The idea of the strange pony existing somewhere in the world sent chills down her spine, her skin started to crawl before she promptly decided to drop the subject. Her coat started to glow a sparkling cyan as a soothing flow of magic washed over her and she cleansed herself of her own thoughts. She let out a contented sigh as she finally started to relax. The lone unicorn had always been blessed in a way with her limitless reserves of magic; she had never been beaten, at least until that mysterious unicorn had appeared.

The name of the unicorn back at the mundane little town still eluded her as she half-heartedly focused her magic around the saddle that connected her to the wagon. How could she forget such an important name? The meek amethyst unicorn from Ponyville seemed almost magnificent to her now. She remembered looking down from the stage in the middle of her show and seeing the uncertain unicorn standing warily in the crowd surrounded by her loyal friends. The entire town had watched her show that day with contempt as the cyan monster before them challenged everypony without restraint, but she didn't recall that unicorn having the same look of scorn as her friends had; it was more like a look of sympathy for the stranger that emulated her greatness before her. Why would she have looked like that? Trixie had made a mental note to remember that strange unicorn, but apparently it hadn't been enough. How had that unicorn gotten such powerful magic? And where had she gotten such loyal friends to defend her? The azure unicorn drooped as she remembered how alone in the world she was. She had no family or friends, or anypony who even cared that she existed for that matter. She could disappear off the face of Equestria and no one would even notice.

She released her magical hold around the wagon abruptly, letting the front of it drop to the ground behind her with a sickening thud, her valuables inside tumbling off the shelves to crash onto the floor as she continued to sulk on the cold earth. It wasn't fair that such a blessed pony could be so miserable. Maybe it was just her curse for having so much magic - that she was destined to live alone for her entire life, having no one there to care for her. A thunderous boom cracked across the sky above her, rattling her wagon and dislodging what few items had remained on the shelves to shatter against the bottom of the wagon. The miserable unicorn didn't even flinch. The clink of a raindrop hitting her wagon echoed across the valley where she was looking out. Soon there was a steady chorus of raindrops falling all around her, soaking the ground around her feet, but she did not stir. A single, salty tear rolled down her cheek as she desperately reached out with her thoughts for some comfort - anything that would make her feel less alone in the world; but it was no use. Even her own mind had abandoned her - the world around her had abandoned her. The single tear soon turned into two, then three as she let out an anguished sob and collapsed onto the ground in front of her, burying her face in her hooves. She couldn't tell if she was shaking from her sobs or the cold that nipped around her as she curled up into a tight ball, wrapping her elegant silver tail around herself for comfort.

It was several minutes before she stopped trembling and brought her tear soaked face out from her hooves. The dirt had accumulated across her face and she tried to rub it off using one of her hooves while she sniffled, which just ended up smearing more dirt across her face. Luckily for her, there was nopony around to see how pathetic she was, to see how far The Great and Powerful Trixie had fallen. They wouldn't care anyway. Nopony cared. The bitter rain continued to pound the ground around her as she looked back out across the mountainside to the valleys below. The whole mountain seemed to shake as another deafening boom of thunder reverberated across the land.

Then another… and another…

Time kept passing by without her as the trembling unicorn continued to gaze out emptily at the valleys beyond, hoping that somepony out there would care. Another lone tear rolled down her cheek as she realized there wasn't.

~Break~

"PINKIE NO! PLEASE DON'T!" the baby dragon woke with a start for the third time that day. His head hurt again as he sat up to look around. This wasn't the room he had just been in; it looked like it was the main room of the bakery. The familiar scent of cupcakes wafted in from the next room as he tested the firmness of the couch he had just woken up on with his claws. Had the whole thing just been a dream? Was he dreaming now? Where was Pinkie?

He pressed himself deep into the cushions of the couch as he rapidly scanned the room for the pink earth pony that could be lurking anywhere, looking particularly hard this time at every detail that made up the room. Everything seemed normal; it was a wide open square room with pale white walls and a black and white checkered marble floor that spanned the entire length. Six plain white tables were scattered about the edges of the room, each with four miniature chairs placed symmetrically across from the other. A solid wooden counter across the room from him displayed the daily specials and all-time favorites of the bakery as the scent of pastries continued to drift in from the kitchen behind it.

Spike slowly started to emerge from the cushions as he took another quick glance around the empty room. "I guess it's safe," he reassured himself before walking over to the counter to look through the kitchen door. He strained to look over the wooden counter, pulling himself up on his toes to peer at the room behind it before awkwardly deciding that it would be better to just wait for somepony to show up. The bakery always seemed busy and it was odd that nopony was here now picking up an order of cupcakes or enjoying a delicious chocolate cake by the window. Spike turned to walk back to the couch when he noticed a dab of frosting on the floor in front of him. At least he thought it was frosting, it was red and runny like frosting as it flowed across the ground. It looked sticky too. He bent down to examine the substance closer when a voice came from behind him.

"Hey Spike, are you feeling better?"

Spike shrieked in terror as he spun around to see the pink earth pony on the other side of the counter looking worriedly at him.

"Where did you just come from?" Spike demanded furiously.

"Uh… the kitchen?" the pink mare replied slowly, motioning to the door directly behind her.

"Oh. Well why did you kidnap me in this place?" Spike threw his arms up as he glared around at the plain white room.

Pinkie Pie gave the baby dragon a curious look as he stammered on about how she had taken him against his will and locked him in her room. She glanced at the front and back doors of the bakery at the mention of him being locked in.

"You're not locked in silly!" she exclaimed with an innocent smile.

The purple dragon rushed over eagerly to the front door of the bakery to test her claim. The doorknob twisted effortlessly and the door swung open easily with a gentle push.

"I guess it had all been a dream," Spike confessed starting to blush at how outrageous his earlier claims must have seemed. He quickly apologized to Pinkie for making her seem like a monster.

"IT'S OKAY!" the pink pony squeaked as she began to bounce around the room again.

Her outburst once again reminded Spike of what he had been doing before he had passed out as his head began to shake violently from the pain that shot through his skull. He had to get out of this place before she cracked his head open with any more earsplitting outbursts.

"Hey Pinkie I have to go, I'll see you around sometime, okay?" he said hastily.

"Oh that's fine, are you sure you don't want to stay for any cake though?" At least she had quieted down a little.

"Sorry Pinkie, I really have to get going," he held his head in his hands as he made his way across the empty room towards the door.

"_**I can't allow that."**_

The baby dragon turned quickly to look at Pinkie with a confused expression across his face. Pinkie mirrored his expression as she looked back at him.

"What was that?" he asked

"What was what?" she asked him back simply.

"Did you just say something?"

"No…" Pinky looked around the empty room quickly.

"Nevermind." Spike said uneasily as his head started to throb again.

He turned again to walk out the door when he noticed how low the sun had gotten in the sky.

"Hey Pinkie, how long was I out?" he turned back around to ask, but the pink mare was gone. He scanned the room quickly with a confused look. He had only had his back to her for a moment and there hadn't been a single rustle or shuffle before he had turned around. How did she keep doing that?

Any further thoughts were forcefully pushed out of his mind as his skull gave another powerful pulse and he made his way back out the door towards Zecora's, to his salvation, to something that would end his misery. She had to have something that would help him. Anything.

~Break~

Feeling much better, Twilight finally emerged from her room to stretch her legs. She shakily made her way down the stairs, taking a surprised look at the devastation that still overwhelmed the room. It wasn't like Spike not to clean everything up before doing anything else. Where was he anyway? Twilight glanced around the room for her number one assistant but didn't see any sign of the baby dragon. It was even odder that he left without telling her where he was going. Something must have been wrong.

Twilight worried over every possibility that could have happened to him or her friends as she looked around the room again. The pots and pans were still scattered about the floor of the kitchen and what was left of the door still lay in heaps around the room as she fretted about Spike. She paced back and forth across the room while she thought, yelping each time she stepped on a splinter or pan.

"I can't think like this!" she finally screamed at the chaotic room after stepping on a pot so that it swung up and smacked her in the face with a resonating clunk. A sparkling purple glow surrounded all of the pots and pans simultaneously as the powerful unicorn concentrated her magic and lifted them all effortlessly into the air around her. She remembered when she had to concentrate so hard to pick up even one object and now she could lift entire rooms without giving it a second thought.

The realization of how powerful she had become brought a devious smile to her face as she sent the pots and pans into the kitchen to stack in the cupboards perfectly without even looking. She decided to put her magic to the test as she started focusing on every wood and metal particle that had been scattered about and brought them together into the center of the room. Piece by piece the door started to form, bound together by magical energies as each splinter and scrap of metal bent and twisted to fit back into the door. It was like a giant floating puzzle as it started to come together and Twilight finally let out a concentrated burst of magic to bond the wood and metal back together, sealing the entire door complete again. She focused one last time to guide the door over to the doorframe and seat it into place, locking the bolts and hinges.

She let out an excited squeak as she bounced up and down with joy at her accomplishment. She danced around for a couple seconds, her mane and tail flying wildly in the air as she celebrated her success. A sense of pride empowered her as she puffed out her chest and strutted over to the door she had reformed. She gave it a hard knock with her hoof to make sure it was sturdy before giggling and prancing away back towards the kitchen.

A ground shattering crash interrupted her celebrating as a rainbow streak flashed over her head and into the kitchen, slamming into the wall and knocking all of the pots and pans back onto the floor. Twilight spun around in horror to see the door she had worked so hard on laying in pieces across the room again.

"WHAT THE BUCK RAINBOW DASH?" she screamed at the upside down pony lying dazed on her head against the wall of the kitchen. Her voice cracked as she continued to shriek at the pegasus who had destroyed her preciously reforged door. Rainbow Dash continued to lie in a stupor during Twilight's assault until finally coming to and seeing the damage around her.

"What's going on Twilight?"

Twilight gave her the most enraged look Dash had ever seen as the unicorn continued to stare her down without speaking a word. Rainbow Dash started to fidget as the silence around her became uncomfortable and her friend continued to glare at her. The pressure of the room weighed down on the tentative pegasus as she continued to lie uncomfortably upside down against the wall. Her neck started to ache but she didn't dare move should it send Twilight into another ear-piercing fit.

"Uh… I'm sorry Twilight?" the rainbow pegasus almost asked as she put together the cutest face she could muster. Her vast wavering eyes along with her pouting lower lip were almost enough to melt Twilight's resolve as she looked down at her comically positioned friend. The fuming unicorn finally broke out in a small smile despite all her attempts to steel herself. Rainbow Dash smiled to herself - she had her now.

The multi colored pegasus awkwardly shook her rump in the air trying to get out of her predicament as she started to slowly slide down the wall. Her mane slicked back painfully against her head as her back hit the hard marble floor with an organ shifting thump. Twilight giggled at her goofy friend that lay stunned on the floor. Despite her hair being pulled back and her back and neck aching, Rainbow Dash managed an upside down grin for her giggling friend as she looked up at her from her back. Finally twisting around, the rainbow pegasus righted herself and stood up to look at Twilight curiously to see if she was still mad, but the unicorn now seemed giddy as she continued chortling at her friend.

Rainbow Dash let out another forced smile as she brushed herself off and took an uneasy step forward to make sure she hadn't broken anything from crashing into the wall. She let out a startled yelp and quickly pulled her hoof back as a burning pain shot through her leg.

"Oh my gosh, are you okay Dash?" Twilight's giggling immediately turned to concern for her friend when she realized that she might be hurt. Dash fought back tears as they welled up behind her eyes and she cringed from the pain that continued to scorch across her leg. Twilight instantaneously disappeared in a bright white flash and appeared next to her as she continued to look at her with a concerned expression.

"Was that really necessary?" asked Rainbow Dash, looking at the unicorn with a wondering look while still balancing her hurt hoof in the air.

"What?" asked Twilight distractedly, her head tilted as she studied Dash's hoof.

"Teleporting…" the pegasus quickly judged the distance she had been away from the unicorn a second ago, "two feet?"

"I need to examine your hoof Dash." Twilight urged as she moved closer.

"That didn't answer my question…"

"Quiet Dash, let me look at your hoof!" Twilight pushed. Dash bit her lip and turned her head away as she carefully stretched her arm out towards Twilight, waiting for the impending pain. The burning pain that shot through her arm started to cool and soothe as she held it out to Twilight. She looked back to see a purple glow engulf her entire arm and Twilight deep in concentration as the glow surrounding her horn started to grow brighter and brighter.

"Ah… that feels much better," Dash moaned loudly and gasped for breath as the sensation of the magic slowly spread through her body. Twilight cocked her head as she gave the pegasus a curious look; she'd never seen anypony act like that before.

"Are you okay Dash?" Twilight asked the rainbow mare who stood quivering with her mouth agape and her eyes closed as she let out another soft moan. A tremor ran up the pegasus's body as she slowly forced her eyes half open to see Twilight giving her a frustrated look. It was a few seconds before Dash could do anything but stare at Twilight awkwardly while lost in her ecstasy. Twilight continued to look at Dash expectantly until the rainbow pegasus finally snapped to attention, her eyes stretching wide as she realized what had just happened. Her face started to burn and she quickly turned her head away to conceal her blushing.

"What was that?" Twilight asked curiously.

"What?" Twilight gave her a stubborn look as the mare tried to weasel herself out of the awkward situation, but it wouldn't work this time.

"Oh uh, it just felt so good…" Dash blushed even harder at the meek way she said it despite her efforts to seem confident. She felt like a little school filly again as she timidly looked up to Twilight for approval. The purple unicorn finally noticed the pegasus's red cheeks, causing her to also blush uneasily and turn her head away.

It seemed like an eternity as several uncomfortable moments passed between them and they each looked back and forth at each other before quickly looking away again. Desperately searching for any way to change the subject, Rainbow Dash finally noticed the door that was missing behind the purple unicorn.

"Hey I'm sorry about the door, Twilight."

"What? Oh yeah, the door. That's okay Dashie. I mean Dash. I mean Rainbow Dash!" Twilight blurted out as she blushed even harder than she thought possible. The purple unicorn began to fidget uncertainly at her outburst as she desperately wished that she could disappear somewhere to save herself from anymore embarrassment. Oh wait, she could. Dash saw the sparkle in her eyes as she realized what the purple mare was going to do.

"Twilight wait! I need to talk to you…" her voice wavered as she reached out for her friend, but it was too late; the lavender mare instantly vanished in an arc of white light that she summoned around herself to take her somewhere far away, anywhere but there.

Dash blinked several times to recover her vision after Twilight disappeared to realize that she was suddenly alone in the kitchen. She hung her head for a few moments as the recognition that Twilight had just abandoned her set in. It was probably a good time to leave now. Gently testing her hoof on the ground, she let out a surprised gasp when she realized that it had been completely healed by Twilight's magic. There was absolutely no pain as she took a tentative step forward. Dash blushed again as she thought of the sensations that had come over her with Twilight's magic, but immediately dismissed them before her mind could take it any further. What had just happened between them? A spark of white light flashed in front of her again, blinding her temporarily, but she could still make out the outline of the lavender unicorn.

"Sorry Dash."

Then there was another flash of light and the unicorn was gone before Dash could say a word.

"It's okay Twilight..." She knew that her friend couldn't hear her but she still spoke softly to herself as her ears drooped behind her head and a tear started to form under her eye. She needed her friend right now, how could she just leave?


	3. Chapter 3

Twilight flashed into existence at one end of a warm, open room. A plethora of random startled creatures scurried about after the unicorn had suddenly appeared from nowhere. Owls, rabbits, mice, turtles, hummingbirds, kittens, squirrels, and even an otter and a seal stopped for a moment to look at her expectantly. There were even some creatures that she had never seen or heard of before looking at her anxiously. Some kind of monstrous plated rat scrutinized her from the ground directly in front of her; it stood an impressive four feet tall even down on all four legs. The shifting from the animals around the room grew silent as the two studied each other from a safe distance. It was like an anteater covered with giant diamond-shaped scales. What was this strange place?

She looked around at all the different animals again as she contemplated what to do. She couldn't exactly teleport back if she didn't know where she was. The various creatures mimicked her gaze around the room as the she scanned for any clue about where she was. It was just a normal looking empty room like any other, except it was filled with random creatures that didn't seem to go together. There were no pictures or posters on the wall, no chairs or tables or bookshelves - there weren't even any windows. Had she teleported into some kind of cage for all these animals? She finally noticed a small square door that lay on the exact opposite side of the room. It didn't seem to have a lock or doorknob of any kind.

Panic struck her as she realized that she may be stuck in a cage meant for these animals forever, forced to be shown off like some sort of pet. The animals sensed her distress and started to wander the room worriedly which started to unsettle Twilight even more. Soon the room was a maelstrom of panic as every creature inside it threw themselves against the walls as they felt the terror of entrapment. Twilight unsteadily made her way through the hurdling animals towards the door, dodging rabbits that had been flung across the room somehow, to see if there was anything she could do to get out of the nightmarish cage.

The strange giant rat creature in the middle of the room stood its ground and continued to study the unicorn blankly as she tried to make her way past it to get to the door on the opposite side of the room. It didn't look like it was going to move anytime soon. With a quick burst of light, Twilight flashed herself across the room past it towards the door, accidently landing on a stray rabbit as she materialized. The terrified creature let out a long deafening screech as it proceeded to run away and then back towards the purple mare before shrieking and running away again - it wasn't the brightest creature in Equestria.

The strange door to the cage now lay before her, the only known exit out of this horrible place. There was still no doorknob from the inside or any kind of lock that secured it. What if somepony got locked in accidently? Studying the form and material of the door, Twilight quickly focused her reserves of magic around it to examine the other side for some kind of locking mechanism that she could hopefully open with her magic. She let out an unexpected gasp as she realized there was no doorknob on the other side either, there didn't even seem to be a lock or anything that held the door shut.

The unsteady unicorn tapped the door lightly with her hoof. The door swung open silently into the outside world. Rolling green hills and scattered trees covered the landscape as far as she could see, the hills gradually rising higher and higher until snowcapped peaks formed far in the distance. On the opposite side of the hills the trees began to collect and condense into a dark forest that Twilight would have guessed was the Everfree Forest, but the forest edge here wasn't nearly as dark as the border by Ponyville. Where was she? The animals all stopped their panic to look out at the outside world before going back to wandering the room aimlessly. They didn't seem too eager to get out now. What was wrong with these animals? Didn't they just want to get out a second ago?

The purple unicorn finally stepped out into the light and took a deep breath of the fresh air around her; she hadn't even realized how stuffy it was in the room with all the animals. She looked back to see the room was actually a giant barn-like structure rather than the impenetrable cage she had envisioned from the inside. So the animals weren't trapped. Where was she where they just let random creatures be together in an open barn?

"HEY TWILIGHT!"

Twilight twisted around to see the cotton candy mare prancing towards her, easily hopping over the fence before skidding to a stop in front of her.

"Pinkie? What are you doing here? What is this place?" Twilight desperately searched for answers. Pinkie gave her friend a confused look.

"You don't even know where you are? What have you been doing?" the pink mare giggled. Twilight blushed as she remembered how she had gotten into the predicament.

"I was just testing to see how far I could teleport. I read up on a long range teleportation spell and I was making sure it worked," the purple unicorn forced an oversized smile across her face and let out a hasty squee as she tried to think quickly. Pinkie didn't seem convinced as the purple mare continued to hold her phony smile for a few awkward moments. A smile finally grew across the earth pony's face as she decided to drop the subject.

"OKEY DOKEY LOKEY!" Twilight let out a heavy sigh of relief as the pink mare started to bounce away back towards the fence.

"Wait! Where are you going?" the lavender unicorn quickly chased after her friend, it was impressive how much ground the earth pony covered while hopping.

"Back to Fluttershy's silly!" Pinkie replied simply before turning back to easily bound over the fence.

A confused expression crossed Twilight's face. She was at Fluttershy's? She had never seen this place before. Had she somehow teleported to some alternate dimension?

Twilight abruptly realized that she had been lost in thought as the pink mare started to disappear into the distance. Racing to catch up, she awkwardly tried to leap the fence but instead slammed her outstretched neck into the top board with a dull thunk. The abrupt impact sent the docile unicorn tumbling back towards the barn to lie distraught in the dew covered grass and gather her senses.

"Well that didn't work," she stated to herself as she shakily stood back up and searched ahead for her friend, but the party mare had vanished in the rolling green hills. A sense of determination filled Twilight as she focused her magic and stubbornly trotted over to the irritatingly short fence, briefly flashing through it to the other side. With a small grin, she glanced back at the defeated fence and almost considered sticking her tongue out at it to let it know she had won, but she stopped herself before she looked any more like a filly. She focused her magic around herself once more and flashed across to the top of the next hill in an attempt to catch up with her friend, but the energetic earth pony was still out of sight. She teleported across to the top of the next rolling green hill, and then the next, then the next, and then the next - but the party mare had completely vanished. Twilight started to grow worried as she realized that she could easily get lost out in the hills alone in the unfamiliar land. How did that earth pony move so fast?

Panic slowly started to creep through the unicorn as the auburn sun slowly sank towards the horizon, the round hills casting shadows that stretched up from the shallow valleys like menacing spectral fingers. She desperately started to flash across the countless hilltops scanning for any sign of her friend, but it was no use. She was lost.

~Break~

Ponyville soon faded into the distance behind him as the purple dragon stumbled along the rough cobblestone path towards the Everfree Forest. The sun was starting to drop in the sky and it was getting darker every minute. His skull continued to pulsate as he desperately scrambled towards the shadowy forest for salvation. The rocky path he followed came to an abrupt end at the border of the eerie forest as if it was never expected that anypony would willingly enter the dark forest. There was rumored to be countless treacherous creatures inside that would effortlessly devour anypony who entered – or any dragon. A thick black shadow across the ground defined a profuse border between the safety of Ponyville and the bleak existence of the gloomy forest. Spike paused for a moment as he stood before the border. It always felt wrong to go into the forest alone. Unsafe.

Spike slowly stretched his clawed foot across the shadowed border; a chill ran from the tip of his toes up his spine all the way to the top of his head, temporarily ceasing the pounding in his skull as a far off howl echoed through the forest. It was like the timber wolves could sense the baby dragon the moment he crossed the border. His entire body grew cold and he wrapped his arms around his chest in an effort to control his shivering. He wasn't even in the forest yet - how could anypony live in such a place?

The purple dragon was suddenly aware of the dull throbbing starting to come back, growing stronger and stronger until he finally winced and unwrapped his arms from around himself to cradle his head again. He didn't have much of a choice if he wanted to relieve his pain. Spike stepped hastily forward across the edge of the forest, a tremor engulfing him as his spine noticeably shook and the baby dragon fought to control his own quaking body. He clenched his teeth as icy chills bombarded his entire body and his skin crawled from the cold shadows that shifted across the dank ground. The sun behind him continued to vanish behind the distant mountains, causing the deep shadows to grow even darker. He had to hurry if he wanted to make it to Zecora's before it was completely dark. Even though he was a dragon that could easily see in the dark, he still felt as if he wouldn't be able to see in the darkness that surrounded the Everfree Forest.

Icy chills continued to run through his body as the baby dragon forced himself through the forest towards the hut he knew would be waiting. The shadows continually grew darker and the air became even colder as the sun finally started to disappear behind the hills. Leaves and bushes started to rustle as he let out an uncomfortable, raspy breath. The condensation from his breath radiated an icy white as it swirled up in front of his face and dissipated just above his head. More and more leaves started to rustle as Spike made his way deeper into the forest; he had to be getting close to Zecora's hut. A creeping feeling that something was directly behind him caused the baby dragon to quicken his pace, but the feeling remained even after he broke into a sprint. He felt the warm breath of something on his neck, heard its silent breathing in his ear, smelled the heavy stench envelope his nostrils. The breathing hastened as moisture started to condense and roll down the baby dragon's shoulder and he continued to sprint full speed through the dark forest.

Animalistic cries and screams broke out around him as the forest started to thicken and Spike waved his arms about to throw the gathering tree limbs out of his way. The plodding behind him kept a slow monotonous rhythm and the screams around him grew closer as the rustling in the bushes to either side of him kept pace with him. Water from the soaking leaves accumulated on his hands and dripped down his arms only to be flung off his elbows as he frantically threw his arms about to keep the tree limbs out of his path. Tree roots stretched menacingly up from the cold earth as the breathing behind became raspy and suddenly quickened, it was getting closer. Spike felt a gust of heated air reverberate against the back of his head as the screams around him became even louder. Something hard grazed his arm from the bushes next to him, sending the baby dragon into a paralyzing panic. He thrashed through the tight trees frantically until an unnoticed tree root threw him to the ground before he could blink.

Spike screamed at the top of his lungs and flipped over to his back with his arm outstretched to ward off his attackers - but nothing was there. There was no sign of any creature around him, no footprints or rustling leaves. The screams had stopped the instant he hit the ground and now the forest was unnervingly silent. Spike continued to lay paralyzed on the ground as the deathly silence enveloped the entire forest. Could he risk moving? Was there something out there just playing with him?

The baby dragon slowly got to his feet, wishing he could look everywhere around him at the same time as his head snapped back and forth to survey the dark surroundings. Ominous trees encircled him as he continued to stand completely still for a few minutes to make sure there was still nothing around him. Finally letting out a heavy sigh of relief, Spike propped his arm against the nearest tree and dropped his head as he relaxed a little. Where was he now? How would he find his way to Zecora's? The baby dragon turned towards the break in the bush in front of him to begin to find his way back to familiar terrain, the air around him growing cold again. He brought his head up to find a malicious face only inches from his own. The face glowed a sinister red in the low light with icy, unfeeling blue eyes piercing through him as it studied him intently. This was a predator that knew it was at the top of the food chain. A row of sparkling white teeth shown through the dark as a wicked grin crept across the creature's face.

Spike's blood turned to ice as he knew it was the end of him. He took one last deep, full breath as he squeezed his eyes shut and waited, but it never came. Only an instant passed before the terrified dragon opened his eyes again. An ear-shattering demonic hiss engulfed him and devastated the ghostly silence of the forest, making even the mightiest trees flinch as the creature pulled its head back and continued to glower menacingly at the traumatized baby dragon. And then it was gone. It had completely disappeared into the shadows before his very eyes. Even Twilight's teleporting wasn't as fast as the vanishing of this creature.

Spike trembled uncontrollably and nearly broke down and fell to the ground in tears as he tried to rationalize what just happened. Why was he alive? A cheerful giggle startled him as the baby dragon trembled and instinctually leapt into the air at the same time. The giggle almost seemed familiar, as if he had heard it recently - very recently. His eyes were suddenly drawn to a tiny brown speck illuminated by the full moon that shone from a break in the trees above. Spike reached down slowly to pick it up, the texture was rough like a rock but it crumbled away like some sort of crumb as he rolled it between his claws. His thoughts abruptly came to an end as the pounding in his head surfaced again. There was no time for studying strange rocks; he had to get to Zecora's before anything else prevented him from soothing his anguished skull.

~Break~

The lavender unicorn nervously trotted in place, rapidly bringing each of her diagonal legs up while desperately trying to reason out what to do next. The sun had long since fallen behind the distant mountain peaks and the cold night air blanketed the land, a cool breeze holding her in an icy grip. Not only did her trotting in place help her think, it also kept her warm as the chilly fall air draped over her. It wasn't nearly as warm and peaceful as it was when she was looking out over the rocky cliffs outside Ponyville a few weeks ago. It was completely silent except for the nervous mare's plodding on the soft grass. She had given up frantically teleporting across the seemingly infinite hilltops to catch up with her friend long ago. It still bewildered her how the energetic mare could just vanish whenever she wanted to; it was almost unnatural, even for an earth pony. Why did Pinkie leave her in the first place? She must have assumed that Twilight could find her way to Fluttershy's house on her own, so it couldn't be that difficult to find. She just had to calm down and think about it logically.

The unicorn took a slow, deep breath and sat down at the top of the hill. She started by slowly scanning the grassy ridges for any signs of civilization, any sign at all of pony kind existing. No matter how carefully the patient mare searched, she still couldn't find any signs of life. There were no roads or buildings or even tracks as she gazed out over the wavy hilltops. Fluttershy was known for being more of an introvert, so it made sense that she would live where nopony went; where she could be closer to nature and the animals of Equestria.

"The animals!" Twilight burst out loud as the realization hit her. The barn she was in must have been for all the animals Fluttershy took care of, she just had to get back there. A sense of calm washed over Twilight as she started to piece everything together in her mind. Now she just had to get back to the barn, but where was it? The purple unicorn grew worried again as she looked out over her shoulder and flicked her amethyst bangs out of her wide, nervous eyes. She had flashed across the hilltops so frantically before that she wasn't sure where she had started from anymore. The hills were all mirror images of each other with no noticeable or distinct features that she could remember. It was like being lost in the desert, the hills rising and falling over the land like windblown sand dunes.

The grass started to rustle as a light breeze picked up around Twilight, her mane periodically rising and falling about her shoulders as she sat pondering. The rustling of the grass was so loud that the unicorn didn't even notice the shadowy figure emerging behind her. Light hoofsteps quietly shifted across the grassy hills until Twilight finally heard the faint out of place swishing. She turned to see the outline of a firm mare coming towards her. A large brimmed hat sat comfortably on top of the mare's head as a long, thick mane draped down her back. The pony strode towards the unicorn with a strong, palpable presence of confidence that forced Twilight to acknowledge the mare with a slight nod. Twilight squinted through the shadows of the valley that still surrounded the mysterious mare coming towards her. Finally she noticed the chestnut tanned coat and the golden blonde braid that wrapped around the earth pony's strong neck.

"Applejack! I'm so glad to see you!" Twilight pranced over to her friend delightedly and rubbed her neck against the earth pony in a tender embrace. Applejack thoughtfully returned the embrace, softly rubbing her cheek against the unicorn's neck. The lavender mare began to do the same, the two ponies standing locked together for several minutes as they caressed each other lightly with their cheeks. Tingling chills ran through the unicorn as she giggled lightly at the sensations and then let out a soft sigh. She pulled away suddenly as the tingling threatened to turn into tickling and send her into a giggling fit. A smile spanned across her face as she looked into the enormous green eyes of her friend. Something about her beautiful sparkling eyes made Twilight want to do something - somehow be closer to her. Was it the dilated eyes that showed that she felt the same? The moonlight glowed around the two ponies as they looked deep into each other's eyes and slowly started to move closer. Twilight grew nervous as their noses touched tenderly and she instinctively closed her eyes and tilted her head to one side. She had no idea what she was doing or what was supposed to happen as Applejack's breath paused for a moment, the scent of apples hanging in Twilight's nostrils. Her heart beat against her chest relentlessly as she stood locked in the position millimeters away from Applejack's mouth, waiting for something to happen. She was so close that she could feel the sparks dance across her skin, connecting her to her friend. Twilight waited for several moments for something to happen until Applejack finally pulled away with a frustrated look. The lavender unicorn gave a meek, apologetic look to her friend, reaching out for any approval or comfort. A small, understanding smile came across the earth pony's face as Applejack sensed the innocence of the young unicorn.

"Been lookin' for ya all afternoon, sugarcube," the strong mare finally spoke softly, "now we best be gettin' back to Fluttershy's." Applejack gave a sincere look as she spoke, letting the purple unicorn know that everything was fine between them. Twilight managed a meager smile and followed her stalwart friend through the hills silently.

The unicorn lost track of the hills they traversed as they made the journey to Fluttershy's wordlessly. Applejack never turned around to acknowledge her friend and Twilight kept pace at a fair distance behind the sturdy earth pony. A familiar cottage finally appeared in a distant hillside as the two ponies gradually made their way towards it. A winding cobblestone path swerved from one side to guide them up to the cottage that had been built into the hillside flawlessly so that only a door and a couple windows were noticeable. A warm, inviting heat radiated out from the windows as they neared. Twilight closed her eyes and raised her nose into the air to take in the scents of fresh pinewood being burned and countless varieties of flowers and candles that drifted across the hillside. Applejack slowly nudged the door open as Twilight bounced to catch up before slowly striding through the doorway behind her friend and scanning the room that lay before her. A sense of warmth and coziness enveloped the unicorn as she took in the familiarity of Fluttershy's living room. It was a very simple layout with a rock fireplace at one end of the room and a simple kitchen with nothing more than a countertop, stove, and refrigerator on the other end. A small dining table was located in the center where four ponies could gather around and gossip about their days, although it was obvious that the table hadn't been used for more than two in a long while. Rarity and Fluttershy stood up from in front of the crackling fireplace as the two ponies wordlessly entered the room.

"Oh my darling Twilight! Come sit down and rest! You must be exhausted after all that dreadful time lost out in the savage wilds! Come tell us all about it!" Rarity quickly galloped over to the uncertain unicorn and guided her over to take a seat close to her in front of the fireplace. The white mare was being uncharacteristically nice as she curled up close to Twilight and gazed at her with wide eyes while patiently awaiting her story.

"Well I teleported to what I guess was Fluttershy's barn…" Twilight began, turning to Fluttershy who gave a small nod as she mentioned the barn.

"Oh yes! Rainbow Dash stopped by looking for you. She said she went to talk to you about something important and then you teleported away. What was that all about?" '_So it was gossip that the fashionista unicorn was after'_ Twilight suddenly realized as Rarity interrupted her to push the subject of Rainbow Dash.

"I don't want to talk about it." Twilight answered shortly.

"But I want to know!" Rarity whined, nudging the unicorn's shoulder with the top of her head.

"Hey now, she doesn't hafta talk about it if she doesn't want to." Applejack stepped in to defend the lavender unicorn with a comforting look. Rarity and Fluttershy exchanged glances as Twilight and Applejack continued to stare deeply at one another. A loud gasp broke the silence as Rarity's eyes grew wide with a realization and she quickly covered her mouth with her hoof in an attempt to hide her reaction. She smiled awkwardly as her friends all turned to her curiously, wondering what the white unicorn had just pieced together.

"Hey where's Pinkie?" Twilight asked as she realized that the pink mare wasn't there.

"She never stays out too late, she kind of gets… antsy after it gets dark," Fluttershy said quietly, searching for a word to describe their party loving friend as she exchanged worried looks with her friends.

"Well she was supposed to lead me back here," Twilight contemplated out loud as to why her friend left her. Now that she thought about it, she had never seen the pink mare after it had gotten dark. All of her parties always seemed to end a little early, just before nightfall. Twilight snorted at the strangeness that she had never noticed before.

The fireplace popped and crackled in the silent room while each of the ponies had their own thoughts about their mysterious friend. The room seemed to suddenly grow colder at the continued thoughts of the pink mare, an icy breeze snuffing out the candles and rattling the logs in the fireplace. The fire flickered in and out, sending shadows dancing across the open room as the mares huddled closer together and pressed their bodies flat to the ground. Every hair on Twilight's body stood on end as the flickering of the fire started to become even more violent, sending deep shadows around the room. The fire threatened to go out at any moment as an eerie presence filled the room and the wind whistled through the little cottage. Vicious chills raced through everypony as the entire room suddenly went black and they all simultaneously felt something pass over them, causing their skin to crawl and their bones to shudder.

Then as quickly as it came, it was gone. Nopony was quite sure what had happened, but they huddled together trembling as the fire regained its strength and the atmosphere of the room returned to normal. The warmth of their bodies together soon ended their shivering - from both fear and the sudden cold, as they each felt their eyelids grow heavy and they laid their heads down to rest. Whatever had just been in the room was gone now, and it wasn't coming back tonight. Twilight shivered one last time, feeling Fluttershy's head rest lightly on her flank, Rarity's hoof relaxing across her stomach, and Applejack's cheek rubbing up and down her arm as she slowly drifted off to sleep.


	4. Chapter 4

Trixie looked out over the precipice of the chasm before her, the muddled unicorn sitting motionless while the storm continued to rage around her. The gusty wind continuously whipped her long sparkling mane to one side as raindrops poured down her sullen face and trickled off her chin, washing her tearstains away. It was futile crying she had decided - nopony cared. Bolts of lightning breached the sky around her, reaching out like dead tree branches before summoning earth shattering booms that echoed through the valleys of the mountainside. The azure mare refused to move despite the thunderous booms that rattled her and the battered wagon behind her, her broken possessions clinking on the floor with every reverberation. A clear patch of moonlight shone through the dark clouds in the valley in front of her, slowly making its way through the grassy fields towards the lonely unicorn. She watched as the light rapidly climbed the cliff in front of her and bathed her in a warm glow. A sense of comfort surrounded her, the sense that somepony was looking out for her; watching over her like a guardian angel as Trixie looked to the heavens for hope. Then it was gone, like everything else in her life.

Icy raindrops mercilessly pelted her open eyes as she continued to stare up at the receding break in the storm that had passed over her. Her head dropped as she forced the frozen raindrops out of her sore eyes with another stream of salty tears. The cold, brutal wind howled around her again and shook her stoic body until she was forced to throw her leg out to keep her balance. Icy chills coursed through her bones as the unrelenting cold penetrated her to the core. She wouldn't last much longer like this, but what did it matter – it didn't change the fact that nopony cared. The unicorn shook uncontrollably from the freezing gusts as the storm seemed to gain intensity and the cold threatened to overwhelm her. The tattered wagon behind her groaned and creaked against the intense gusts as it lurched backward slowly. Her teeth chattered violently as her body struggled to survive in the harsh conditions, but the unicorn had already given up. The tremors that engulfed her body ebbed away as her hooves and nose began to burn and grow uncomfortably numb, then there was no sensation at all. She had completely lost all feeling in her appendages as the edges of her vision started to grow black. She painfully felt as her tears started to freeze to her face and form short icicles at the base of her chin. What a waste to have her entire life lead up to this moment where she would slowly freeze to death. The pale unicorn looked out one last time at the beautiful valley that was being ravaged by the storm before closing her eyes and collapsing onto the frozen earth before her.

The wind continued to shake her body brutally as Trixie awaited death, everything suddenly growing quiet as her body grew warm once again. Had she died? Was this what death was like? Eternity trapped in your deceased body? She struggled to move but she no longer felt her body, there was nothing she could do. Darkness surrounded her as she tried to reach out with her senses, but there was nothing, only her consciousness remained - lost forever with her thoughts. Then she felt it. It started with a tingling at the outer reaches of her mind that slowly grew until it completely engulfed her. It wrapped around her and gradually grew into a sense. A sense of heat. A sense of warmth. A sense of comfort. Trixie would have sighed at the relief it brought if she still had her body. It continued to grow and develop around her, the heat building up almost infinitely as she relished the feeling of security it brought her. Her mind grew hotter and hotter until it started to burn. Her mind raced as the pain grew and surrounded her, branching out of her consciousness, extending it. She felt a complex network painfully being formed outside of her mind as the heat continued to extend outward. The network continued to develop and extend until it finally came to an end and waves of liquid hot magma pulsed outward from her mind, building up and buffering the network further. Trixie reveled at the experience that was going on around her, how many ponies got to experience this? The network grew hotter than she could ever imagine, hotter than anypony would ever think possible. Then it grew cold, ice cold. The intensity of the cold far surpassed the intensity of the heat as Trixie struggled to hold onto her consciousness and the network that had been created.

The cold threatened to destroy her as it enveloped everything about her and she felt her network fading away. A faint beacon of heat surrounded the edges of her network and she reached out to it with all of her might, embracing the warmth it brought as it pushed the cold away. It travelled from the very tips of the network towards her mind, wrapping around her consciousness and protecting it from the bitter cold. She needed this network to survive. She reached out further for more heat, building up her network even further until she finally started to feel something else. The more she bolstered the network, the more she started to feel. She built it up further and further until the whole thing finally gave a great shake. She stopped for a moment before building it up again to test the reaction. The entire network shook again uncontrollably, but she felt better despite it. Tremors engulfed her as she continued to take in heat and she started to feel a pressure outside where she was taking the heat. It weighed down on her and she soon discovered the pressure was all around her as she sent heat out to bolster her other branches. She continued taking the heat and building up the network, the branches becoming thicker and fuller as she forced the cold out. Soon she couldn't push the cold out any further and it hung outside the network, threatening to engulf her again as it continued to press against the heat she had built up.

Trixie reached out with her senses again, hearing a deep, raspy breathing and smelling its warm inviting scent. It was like fresh cut hay and orange slices that wafted around her. She tasted the breath dance across her palate as it consumed her. The network continued to tremble as she suddenly realized that it was her body; she had witnessed her body coming back to life, but where had the heat come from? The unicorn drew in more heat from the source around her in an attempt to finally see or feel what was happening around her. A painful tingling raced across the surface of her skin as the mare finally started to feel again and she struggled to lift her arm up. Her arm waivered and shook violently as she used all of her strength to bring it up.

"Careful now my great and powerful unicorn, I am here. You are safe now." The light, sweet voice flowed through the unicorn's ears and soothed her mind as she let her arm drop heavily against the frozen ground again and everything went black.

~Break~

The thick leaves and tree limbs bent and snapped as Spike hurried his way through the shadowed forest towards Zecora's hut in the distance. It hadn't taken long for him to find it after the creature had disappeared, he had promptly decided to go the opposite direction of where it had horrified him and had soon come across the familiar clearing where he knew the zebra's hut was. The mysterious black and white mare always accepted company in the dangerous forest, but never expected her company to stay long. As Spike grew closer to the hut he remembered why nopony ever stayed long. The gnarled and twisted tree that comprised the hut was menacing enough, but then there were odd elongated wooden masks with horns and tusks that decorated the outside. Various shades of flasks and potions were suspended from vines that swung from the tree branches as a light breeze rustled through the forest and passed through the baby dragon, sending a small shiver down his back as he neared the door. A layer of thick fog swirled behind the hut slowly which never completely dissipated, as if it were part of the forest itself. The glow from the small circular windows was barely noticeable as Spike ambled by them, offering no heat or comfort as he passed.

Finally approaching the large wooden door that had been carved from the tree, the baby dragon hesitated as he noticed the ominous mask hanging just above his head. The strange carving looked down on him menacingly as if to ward him away, the green paint that coated the eyes glowing as it stared him down. All the masks seemed creepy, but this one was particularly disturbing as it glared at him. Spike reached out and firmly knocked on the door with his fist, never taking his eyes off the mask. The door swung open almost instantaneously as the black and white mare stood before him braced at the doorway.

"Best you come inside, for there is no safer place to hide," the mare spoke in rhyme, emphasizing the last word of every sentence as she beckoned the purple dragon in. Spike hesitated, looking up at the mask for permission before entering.

"Ah yes, my most powerful mask, it was indeed the one most suited for the task. A new creature roams the forest at night, bringing all within an immeasurable sense of fright. But don't be fooled, the creature's mind is not the only thing that is cooled. It does not simply look to scare; it will rip the flesh from your bones with its teeth bared! It will laugh as it tears off your head, leaving your body for dead, for it gains no greater pleasure than when it chuckles after it has fed. This idol above the door protects all within from any who would do harm, the demon powerless when it comes to this specific charm."

Spike puzzled over the riddled words for a few moments before shrugging and striding through the doorway. The inside of the hut was filled with even more hanging potions and eerie tribal masks that stared the baby dragon down with deep-set, glowing eyes. He steadied himself against the bookcase as another set of pulsations throbbed against his skull and he eventually crumpled to the ground.

"I see your head is in pain, perhaps there is some way I can ease the disdain." Spike sighed as the mare came towards him and pushed his head from side to side as she examined it, he was already getting sick of her rhyming.

"Ah it is but a simple knock on the head, I recommend a time in bed and perhaps a warm plate of bread. I shall prepare the proper brew, and serve it to you in a stew, for you should then know what to do." Spike threw up his arms in frustration. How did she come up with so many rhymes so fast? Why couldn't she just talk normally like everypony else?

"Is something the matter? I fear your head may burst if we continue with the chatter. Stay here while I find my supply of Poison Jokes, the very flower your friends found earlier to be no hoax."

The agonized dragon finally gave up wondering how the zebra made everything rhyme and laid back to rest as the mare shuffled about the room gathering supplies.

"A pinch of thine, a dash of wolfstein, and now we only wait for time."

"Just stop…" the dragon grunted from the floor.

"Shame! Do you think this is a game? It is not I you should blame, it is your misery I am trying to tame, and soon rid your head of all the pain. It was not easy when I left my life of fame, to the tiny town of Ponyville I came. It was a place used to being mundane, and yet I still stayed despite the disdain. You see that stain, the one underneath the cane? It was from a creature that attacked me after picking a sprig of Nightbane, not knowing that the creature had a mastery of feign. It quickly chased me down a lane, back to my hut where I saw its true aim, it did not solely wish to maim - it was simply looking for help with its leg that was lame. I asked the creature its name, it promptly told me Thane, as the skies above opened up and it began to rain. Black and white hair flowing from its mane, the creature and I were one and the same. The moon starting to wane, the creature and I were no longer sane, rather we had been vane."

"… What?" Spike sat puzzled on the ground as he stared blankly at the zebra. Zecora let out a long, heavy sigh as she turned away and continued to gather the ingredients for her remedy.

The mare shuffled around the room without a word gathering the supplies as the pounding in the purple dragon's head continued, his mind growing tired from the incessant throbbing and puzzling of the mare's rhymes. The zebra finally started to pour the multicolored elixirs and flowers into the bubbling cauldron at the center of the room, dark orange vapors rising into the air and swirling unnaturally as the mare spoke strange incantations. Spike watched for several minutes as the mare continued to speak in some unknown language, a vein bulging from her forehead as she seemed to physically exert herself while speaking.

"It is complete." Zecora finally spoke, dipping a rounded vial into the cauldron to scoop up some of the purple liquid that continued to bubble.

"That didn't rhyme," Spike said with a hint of amusement as he took the vile from the mare. The zebra turned and sighed heavily again as Spike took a quick swig of the vial. The liquid ran down his throat smoothly but he could still feel it bubbling all the way down as he felt the warmth start to grow out from his stomach. He let out a small burp as the pounding in his head suddenly stopped and Zecora turned back around.

"The vial if you please," she said stretching her hoof out towards him, "I hope your head is now at ease."

"It is, thank you," he said handing the vial back to her and pressing his arm against the bookcase to stand up. An amethyst colored book rattled loose from the top shelf and tumbled to the ground as he steadied himself.

"Hey, what's this?" he asked picking it up and looking at the strange writing that adorned the surface.

"Ah a strange tome, it is not the one to which I am prone. I know not what it does, for the writing within is only a buzz. Take it with you from where you stood, the magics within do me no good. Perhaps you will find a use, think of it as a sort of truce." Zecora motioned to the door as she looked back at the purple dragon.

Spike ran his hand across the cover of the book, a tingling sensation from the gems that were fixed into the raised picture of a unicorn running up his arm. He held the book close to him as he made his way to the door, looking back at the zebra who was hard at work shuffling across the room as she gathered the supplies for another potion. The strange masks around the room continued to glow as they glared at him menacingly until he opened the door and left the gnarled hut without another word.

~Break~

A deep, wrenching gasp echoed through the wide chambers and filled the cyan unicorn's lungs with fresh, orchid-scented air. The first thing Trixie noticed was the feeling of the warm, fluffy blanket that had been wrapped around her. It felt so nice and secure as she snuggled into it while trying to regain her normal breathing. She no longer felt the cold bitter air that had consumed her back at the mountaintop and freely embraced the warmth that the blanket provided her now. She kept her eyes closed as she smiled and rubbed her cheek against the soft pegasus down pillow that rested under her head. The azure mare curled up into a tight ball, enjoying the feeling of her body grazing the fuzzy blanket, and rubbing her cheek against the pillow a few more times before lying still to enjoy the dreamy state she was in before having to get up. She had never had such luxuries before.

Trixie finally forced her eyes open to find herself alone in a giant bedroom, big enough to fit her wagon ten times across. The extravagant square bed she was laying in could easily hold twenty ponies across it and another twenty down it. Where was she where they lived so lavishly? Earth ponies, pegasi, unicorns, and alicorns were carved into the wooden bedposts that extended high above to hold up a gold and silver embroidered canopy. Intricately decorated crystal vases and bowls were scattered about the room on short white pedestals that seemed to be there for nothing more than to show them off to guests. The blanket that was wrapped around her was similarly decorated with ponies, pegasi, and unicorns that seemed to live together in harmony with two alicorns at the top resembling a yin and yang symbol as they preserved the balance. The unicorn stretched her limbs and yawned as she scanned the room. Her joints felt sore as she moved under the fuzzy blanket.

"I see you're finally awake." The voice echoed through the chambers and startled the azure mare as her head snapped to the direction of the voice to find a dark black mare gracefully walking down the dark corridor towards the bedroom. Her elegant stride and firm, commanding voice revealed that this was a mare used to being treated like royalty. The mare was royalty, Trixie realized, as the alicorn finally stepped out of the shadows of the corridor that concealed her.

"Princess Luna! I'm sorry…" the unicorn desperately searched for something to apologize for as she looked around the room. A small grin came across the alicorn's face as the unicorn in front of her nervously stumbled over her words. It never seemed to grow old that everypony grew nervous around her.

"There's nothing to apologize for Trixie. You have nothing to be ashamed of."

"How do you know my name?" Trixie asked sternly before realizing who she was talking to and meekly retreated back into the blanket a little.

"I have been following you for some time now, for you see, I came back to Equestria after being alone on the moon for a thousand years. I was banished, forced to live alone, until I finally escaped my imprisonment. My sister later showed mercy on me after seeing what I had become and why. She allowed me to return to the palace and assume control of the moon again. Early one night, I had just finished rising the half-moon into the sky when I overheard my sister reading a letter from her student about a headstrong unicorn that raced out of Ponyville after an Ursa Major destroyed her wagon."

"It was an Ursa Minor…" the degraded unicorn corrected, turning her head away so that her sparkling silver mane shielded her red face from the princess.

"Yes well all the same, I've felt the same rejection and loneliness that you have," the princess stepped closer, "and I know the pain that you must have felt - so I took it upon myself to look after and protect you." Trixie could feel the alicorn's turquoise eyes piercing through her even as she continued to look away.

"What was it like being trapped on the moon for all that time?" the nervous unicorn never looked at the princess but still mouthed the words as if she were a curious filly. Luna smiled gently at the uneasy unicorn again, after all the time she spent back at the royal palace this was the first time someone had asked what it was like on the moon. It was as if they purposefully avoided the question in fear that it would incite Nightmare Moon again.

"It was nothing more than uncomfortable and lonely," the black alicorn stepped up onto the bed and curled up next to the cyan unicorn, who in turn scooted away uneasily. Luna stayed where she was, closing her eyes as she rested her head on the pillow and wrapped her nearly transparent cobalt tail around herself. Trixie couldn't help but quietly gasp at the magnificence of the alicorn's tail as it lay draped in front of her; the elegant design mimicked the constellations of the starry night so accurately that Trixie bet it also showed how the constellations would move across the sky in real time. It was almost a world of its own as the azure unicorn continued to gawk at it, running her hoof across it to see if she would fall into its depths. The hairs split apart like any other mare's tail, but the starry design flowed unnaturally back into place as soon as she let the hairs fall back down. The design of the stars was always shifting and changing even as she continued to look at it, the warmth it brought uncanny to the cold outer reaches of space that it conveyed. The princess was nearly twice the size of the azure unicorn as she lay next to her. Trixie continued to shift next to the alicorn nervously as the princess snuggled into the pegasus down pillow. Not sure what to do, she started to scan the room again when the scent of fresh oranges caught her attention. She craned her head back to look at the princess who was now breathing lightly on her face. So it _was_ the princess who had saved her.

"Thank you," Trixie said quietly. Luna opened her eyes to look at the unicorn from the pillow.

"No need to thank me, as long as you're safe," the alicorn finally pushed herself up from the bed and stepped down gracefully, "now how about we have some food prepared for you."

Trixie had been so comfortable that she hadn't thought about how long it had been since she had last eaten, but the idea of food made her stomach rumble and gurgle in anticipation as she tossed off the blanket and wobbled to her feet. Her joints still ached as the unicorn struggled to keep up with the princess down the long corridor until it finally opened up into a giant dining hall at one end. Rays of sunlight shone in from stained glass windows high up on either side, striking a single crystal chandelier that hung from the center so that the very air seemed to sparkle in the massive hall. Long elegant red curtains and tapestries hung from the walls that defined the royalty of the palace and depicted legends that Trixie had come to believe may be true. After all, the Mare in the Moon and Discord had both been legends before and now one of them was standing right in front of her, beckoning her to take a seat at one end of the giant dining table. A glimpse of vibrant pink out of the corner of her eye on one of the tapestries caught the cyan unicorn's attention for a moment. It seemed out of place with all the other tapestries coated in dark shades that foretold doom. Her thoughts were cut short as four unicorns entered the hall with two steaming plates of food each held in their magical grasps.

Luna took a seat at the opposite end of the long table from Trixie as each of the unicorns hurried over to place one of their two identical plates in front of the hungry ponies. Trixie lunged forward to bite into the loaf of wheat bread as soon as it hit the table in front of her, causing the unicorn servant who had been levitating it to recoil quickly from the table. Luna stifled a giggle as she saw how ravenously the azure unicorn ate and how shocked the servants were from her rudeness. Luckily, she had been trained as a princess and the only sound that escaped her was a high pitched 'hmf' as the mare continued to dig into the food voraciously. Crumbs and gobs of food rolled across the table as Trixie threw out her arms to shovel in more food, making short snorting noises as she gasped for air between gulps. Luna levitated a single orange slice delicately to her mouth and took a small bite as she watched the unicorn with an amused look. The mare's eyes glazed over as she continued to stuff every morsel of food that was in front of her into her mouth, the unicorn servants standing slack-jawed as they watched the spectacle taking place.

"I had no idea you were so hungry," Luna said while lightly tapping her mouth with the napkin she pulled up from her lap with her magic.

"Ehmf…" Trixie spewed as she muttered with her mouth full, never looking up from the food to the princess. Luna smiled politely and decided to wait patiently for the unicorn to finish eating before saying anything else.

The alicorn watched as every serving of bread, oranges, hay, grass, and fresh applewood leaves vanished in front of the mare before she promptly took to gargling down the sparkling mountain spring water. Luna finally stood up, pushing her chair aside as she dismissed the servants and strode over to one of the tapestries that adorned the wall next to the table. It was made from a long gray cloth with white and black borders that stretched three quarters of the wall and almost scraped the ground. It was significantly longer than the other tapestries Trixie noticed as she finally laid back lazily, stuffed from all the food she just consumed.

"You know it wasn't always like this. Ponies weren't always peaceful and serene. Friendship wasn't always valued as high as it is now." Luna spoke while staring at the tapestry adorned with the two alicorns that kept balance.

"Yes, the three pony factions lived divided. The unicorns controlled the sun and the moon, the earth ponies controlled the farms and food, and the pegasi controlled the seasons and the weather. Then they put apart their differences to survive the windigoes who fed off of hatred and resentment." Trixie recited the Hearth's Warming history of Equestria in a dull monotone.

"That was before my sister and I came to Equestria to defeat Discord, although we did drive out the other windigoes with our presence. Outside of Equestria is still a wasteland controlled by the windigoes and other wicked creatures, a place where ponies try to do nothing more than survive."

"Well if they accepted friendship then they could just…"

"It's not that easy my young unicorn," Luna spoke sternly, "it wasn't mentioned in the Hearth's Warming play, but windigoes are far more powerful than many give them credit for. Friendship can only protect everypony as long as it stays strong and pure. As soon as one pony gives up, it consumes them and pushes out everything they know, forcing them to do anything they can to survive. Windigoes have been known to turn ponies into gruesome cannibals that only know how to kill and eat."

"Why are you telling me this?" Trixie asked the alicorn whose back was still to her.

"I just want you to know that it's dangerous out there, especially for someone travelling alone."

"Thank you, but I think I can handle myself," Trixie replied as the princess turned around to look at her.

"I admit that your magic is… unnatural, but that still won't protect you from the creatures that lurk out there." Luna spoke with concern when the unicorn's face suddenly crinkled with a realization.

"Wait, so the earth ponies still grow the food and the pegasi still control the weather, but you and your sister control the sun and moon now. So what do the unicorns do?"

"They are free to study the magical arts and expand their knowledge, for we will surely need it soon."

"What do you mean? I thought Equestria was the safest place in the world?" Trixie asked, concern growing in her voice.

"Equestria is shrinking," the alicorn finally spoke, "the mountains you were travelling across didn't used to be snow covered - and the storm that you experienced was not the work of the pegasi."

"Well what are we supposed to do?" the unicorn asked already knowing the answer.

"There is nothing we can do for now. We can only wait and hope that some unicorn comes across the solution in their studies."

Trixie let out a groan as her stomach suddenly felt heavy and her eyelids began to rise and fall. The burden of knowledge that had just been placed on her was too much to take in at once, her mind growing weary as she contemplated the survival of Equestria. Soon the only thing the unicorn could think of was wrapping her silver tail around herself and resting again as she shut her sparkling eyes and curled up into a tight ball on the chair. Luna smiled as she watched the unicorn fight against the sleep and finally scooped her up from the royal chair with her potent blue magic and carried her back down the dark corridor towards the bedroom. Sliding her under the blanket gently, the alicorn smiled warmly again as the unicorn snuggled contently into the pillow, letting out a satisfied sigh as she settled in. The echoing clop of the princess resonated about the room as she disappeared into the shadows of the corridor, the unicorn behind her starting to shift restlessly in her sleep under the warm blanket.

~Break~

"Well look who decided to get up."

Twilight stumbled to her hooves, letting out a heavy yawn as she stretched her legs out and popped the cricks in her neck and back. It had been an uncomfortable night curled up with her friends on the hard floor of Fluttershy's hut with nothing more than one another for warmth. The unicorn glanced around the blurry room while her vision slowly came back into focus, twisting her head to the side and pressing her hoof against her chin to try and dislodge another crick in her neck. A deep, satisfying pop came from the unicorn's neck as Twilight let out a contented sigh of relief and turned her head back, her frazzled hair bouncing lightly as she looked around curiously.

"Lovely," the condescending voice came again from the kitchen as she heard the sizzling of something being cooked over an open flame. Twilight squinted to make out the white mare staring over the counter at her, black pans stirring and flipping vegetables and dough magically over the stove behind her.

"Rarity? What are you doing up so early?"

"It's almost noon, dear."

A disbelieving look came across the purple unicorn's face; she never slept in, not even if she tried. The white mare gestured towards the window behind the unicorn before turning back to check on her cooking as one of the pans began to snap and pop loudly. Twilight looked from her friend to the window again before stepping over and looking out to see the afternoon sun hanging high above the mountains, ominous storm clouds growing in the distance. A light breeze rolled in from the window as Twilight continued to gaze out, ruffling her messy hair and engulfing the room with warm air as the mare in the kitchen continued to shuffle about.

"Where's Fluttershy? And Applejack?" Twilight asked while staring out the window, realizing that it was only her and Rarity in their friend's home.

"Well Fluttershy went out to check on the animals in the barn like she does every morning, and Applejack left muttering about a shovel or something." Rarity's voice resonated off the inside of the cabinets as she poked her head in to pull out a collection of small, finely decorated shakers.

Twilight hung her head at the thought of her friends abandoning her again. They didn't even say goodbye, not even Applejack. Didn't they share something special?

"Aw what's the matter sweetie?" the unicorn in the kitchen pulled her head out of the cabinet and looked over the counter with concern as she noticed how depressed her friend had suddenly gotten.

"Nothing," the purple mare said sullenly as she stared down at the floor in front of the window.

"Nonsense," Rarity stepped around the counter to comfort her friend whose back was still to her, "what's wrong darling? You can tell me."

Rarity's blue eyes glistened under the mascara as she looked to her friend, finally reaching out with her hoof to gently touch the unicorn's back when she didn't answer. She felt a small quiver run up the mare's spine at the touch as Twilight turned and looked up to meet her friend's gaze.

"Come on," the white mare's concerned expression faded into a light smile as she tilted her head, "I made breakfast."

"Breakfast?" Twilight mused curiously.

"Well breakfast for you, lunch for me." The white unicorn couldn't help but giggle a little as she led her friend over to the table and motioned for her to sit down. Rarity turned back towards the kitchen to lift the sets of plates and silverware that had been laid out with her sparkling, lotus blue magic and place them down gently on the table in front of Twilight. A pair of neatly folded ruby red napkins and a small, sparkling crystal vase with a single yellow poppy in it floated over to adorn the table as Twilight waited patiently. The lavender mare smiled as a sizzling black pan levitated in front of her and slid a thick doughy pancake onto her plate. The entire pancake had been coated with a thin layer of multicolored herbs and spices that glistened as she stared down at it.

"How did you know I love pancakes?" Twilight looked up to grin at Rarity devilishly.

"EVERYPONY LOVES PANCAKES!" an enthusiastic voice erupted from behind Twilight, startling her and causing her back legs to slam into the underside of the table. The entire table flipped into the air towards Rarity as the plates, forks, spoons, and knives crashed to the floor; the air ringing with every ear-shattering impact. The white mare gasped as she threw her arms out to catch the tumbling vase, the water inside spilling over her head as she grasped it delicately in her hooves.

"Pinkie?" Twilight struggled to get her breathing under control as she spun around to see the pink earth pony standing uneasily at the door. "What are you doing here?"

"Sorry," Pinkie smiled at her friend uncomfortably before looking past her at Rarity who was still holding onto the vase as if she had just caught it. The water steadily trickled off of the white unicorn's soiled mane as she scowled furiously at the earth pony. Black eyeliner ran down her cheeks while she slowly placed the small vase on the floor, never taking her eyes off Pinkie.

"I just wanted to ask Twilight if she could meet me later today at Sugarcube Corner." Pinkie looked back to Twilight.

"Uh… yeah sure Pinkie." Twilight replied hesitantly.

"Okey dokey lokey!" the earth pony bounced excitedly in place before abruptly turning around and leaving without a second look back.

Rarity redirected her angry glare towards Twilight who smiled uncomfortably back at the soaking wet unicorn. The extravagantly decorated pancake that Rarity had prepared now lay tattered on the ground at the mare's feet as Twilight surveyed the damage of the rest of the breakfast. Crystal clear puddles of water surrounded the forks and spoons that were strewn about on the floor, tiny bits of food and yellow flower pedals drifted slowly across their surfaces. The puddles expanded out slowly, almost as if they were reaching out for each other as they melded together to form larger and larger puddles. Small white particles of ice clung to the edges of the puddles as they gradually melded together. 'Where had the ice come from?' Twilight pondered as she sat mesmerized by the conglomerating surface tensions of the water and the reflections that stared back at her from the silverware. The distorted image of the purple unicorn stared back at her curiously from different angles, reflected off of the many puddles and spoons. She watched as the beads of water flattened and expanded out until they were absorbed by larger drops, the process repeating over and over again until there was one large pool of water. The image of a furious white unicorn glaring ahead while eyeliner ran down her face shimmered across the surface of the water as Twilight sat paralyzed staring down at the pool.

"Erherrm!" Rarity cleared her throat crossly to get her friend's attention. Twilight snapped up from her stupor to smile awkwardly at the white mare again.

"Sorry, I guess I got… distracted." Twilight looked down at the pool of water at her friend's feet again, almost losing herself in the mesmerizing images again.

"TWILIGHT!" Rarity snapped at the purple unicorn, stamping the pool with her hoof.

"What?" Twilight replied dreamily as she turned her attention to her friend for a moment before returning her gaze to the puddle and the ripples that now rolled through it.

"Are you okay?" The anger in Rarity's voice turned to concern as she watched her friend being mesmerized by the puddles. Twilight didn't answer as she continued to gawk at the pool that slowly crawled across the surface of the floor, picking up every speck of dust and food as it extended out.

Suddenly Twilight felt something warm engulf her mouth, hot air running across her face as she moaned lightly into the mouth of her friend. She shut her eyes as a tingling sensation radiated out from her lips and engulfed her entire body. The moisture of her friend's lips mixed with her own as their mouths began to slip and rub, the two pressing their bodies harder into one another. The white mare's hoof ran down Twilight's side gently, the frantic heartbeats of both mares pounding against their ribcages relentlessly as they pressed their chests even harder against each other. Warm air rushed across their faces as they breathed in and out deeply through their noses, their knees rubbing together as they pressed even harder into each other. Twilight could feel her friend's tongue grazing across her closed lips, her own tongue dancing behind her teeth in anticipation as it mimicked the motions of the white mare. Droplets of water trickled down her face from the other unicorn as they sat with their mouths locked together. Tiny white sparks crackled between their horns every time they shifted their heads, causing a squeak to escape from both mares simultaneously. Their mouths breaking for a moment, both unicorns took in a quick gasp of air before coming together again, shivers running through both of them as water continued to drip off of their faces. Twilight felt every moment as her friend gently rubbed against the tip of her hoof before slowly starting to move up her leg. Tremors ran up and down the purple mare's spine in anticipation as her friend reached further and further up her leg. Anticipation for what she wasn't exactly sure. Then her friend's hoof suddenly slid back down her leg to rest on her knee as the white mare drew away - a staggered breath rattling the air as their embrace broke.

"What was that?" Black eyeliner was smudged across the purple unicorn's cheeks as she desperately tried to control the shaking in her voice.

"I thought it might be some kind of Sleeping Beauty thing where only a kiss could wake you." Rarity grinned at Twilight devilishly, seeming unaffected by the experience.

"Oh…" Twilight turned away quickly as she started to blush uncontrollably. Rarity's grin deepened at the realization of how much she had just shaken up the innocent mare. Moving closer again, the white unicorn leaned in to breathe deeply into her friend's ear for a few moments before quietly whispering,

"You have very bad morning breath."


	5. Chapter 5

It was still dark as Spike stepped away from Zecora's hut towards the Everfree Forest. The shallow light from the zebra's hut cast his shadow far out in front of him as he waited for his eyes to adjust to the darkness. The outlines of the trees swaying in the cold breeze began to emerge in front of the baby dragon as he stood listening – listening for anything. It had never been this quiet, not in his entire life. He had never known it could be so quiet. The leaves swayed and the tree branches shook in the night air but there was still no sound. There was no familiar whistling of the wind through the trees or the rustling of some small forest creature rummaging through the bushes. Even Zecora's hut was deathly silent as the lights suddenly went out and Spike found himself completely alone holding the strange book while he gazed out at the foreboding forest. The gems that adorned the surface of the book glowed faintly in the darkness as Spike held it under his arm while continuing to stand motionless. The wind that shook the trees never reached him; he could only feel the cold that it brought as it passed through him. Finally he stepped forward, his footsteps and the shifting of the book against his side abruptly disturbing the silence of the forest as he crossed the clearing.

The forest remained unnervingly silent as the trees above him swayed in the cold wind, the book under his arm giving off an eerie purple and green glow as he stumbled forward. The dark forest still sent chills down the baby dragon's spine, but this was a different kind of fear, a psychological fear. Normally the timber wolves would be rustling the bushes as they stalked their prey. Usually the wind would make some kind of noise as it howled through the thick trees, the staggered breathing and the rustling of the baby dragon were the only things that could be heard in the deep forest. The soft glow of the book bathed him in a shallow light, preventing his eyes from adjusting to the darkness as he struggled to take in his surroundings.

Spike lived every second as he continued to make his way through the forest - the uncanny feeling of nothingness following him through the silence. It didn't even seem like Equestria anymore. How can any place be so quiet? The light plodding of his footsteps gradually turned into clicking as his claws scratched across the cobblestone path that veered out of the forest, the trees around him slowly fading away into the darkness. There was no abrupt change in atmosphere like there was before as he finally stepped out of the dark forest, the only thing that changed was the heavy glow from the moon and stars above.

The eerie silence still surrounded him as he followed the cobblestone path back to Ponyville. The windows of every house he passed were black, not a single rustle escaping from any of them. The town was as silent as the forest had been. The outline of the library eventually began to emerge in the distance, the wide tree branches stretching across the clear night sky as the faintest hint of the dawn began to breach the horizon. The steady yellow glow between the sky and the earth gradually began to deepen into an orange hue as the baby dragon neared his home. He let out a quiet sigh of relief as he saw everything was normal, the front door still lay shattered across the front room as he carefully stepped through the doorway.

"Twilight?" Spike queried the empty room before calling out louder. "TWILIGHT!"

The sound of rustling came from the unicorn's dark bedroom above the stairs as the outline of a messy haired mare appeared at the doorway.

"Twilight?" Spike squinted to make out the figure.

"Have you seen her?" the mare replied stepping through the doorway into the shallow light of the room.

"Rainbow Dash? What are you doing here?"

"I've been looking for Twilight. She disappeared on me before I had the chance to tell her something important."

"What?" Spike asked without thinking, gripping the book under his arm tighter.

"I'd rather just tell her myself if you don't mind." Rainbow Dash looked sternly at the purple dragon.

"I understand," Spike nodded his head as he took the strange book out from under his arm to gaze at the cover again, running his palm across the hard surface.

"Whatcha got there?" Rainbow Dash's voice squeaked with curiosity as she hopped off the side of the staircase and landed softly next to the baby dragon, her rainbow tail floating softly to the ground as her eyes grew wider at the mysterious design of the book.

"Oh wow…" Rainbow Dash stared at the raised picture of the unicorn, green and purple gems glowing faintly in the low light that seemed to swirl before her eyes.

"Yeah, Zecora gave it to me," the two stood mesmerized by the book in the baby dragon's outstretched arms as he spoke. Finally Spike shook his head from side to side as he tried to break the hypnotic spell of the book's cover. Rainbow Dash watched as he carefully stepped around the broken shards of the door to place the book down at what the pegasus assumed was Twilight's desk.

"So you don't mind if I hang out here while I wait for Twilight, do you?" Dash watched tentatively as the baby dragon carefully made his way back towards her.

"Not at all! Make yourself at home." Spike smiled as he stretched his arms up.

"Thank you, I just hope I get to speak to her before Pin…"

Rainbow Dash's words were cut off as a black shape flashed across the window behind Twilight's desk and the mysterious book fell to the floor, the pages fluttering violently in the air before hitting the ground with a dull thud.

~Break~

It was cold. Deathly cold.

The azure unicorn's body trembled uncontrollably as she forced her eyes open into the storm torn world. Frightening black thunderheads blanketed the sky as far as she could see, the air around her weighed down on every inch of her body as she struggled to sit up. The chilling wind howled through the barren mountaintop, her wagon creaking and groaning behind her as she slowly regained her senses. Where was she? What had happened? The thick rain pelted the ground around her with icy drops, deafening the land and causing the mare to wince from the onslaught. A clear patch of moonlight shone through the dark clouds in the valley in front of her, slowly making its way through the grassy fields towards the lonely unicorn. She watched as the light rapidly climbed the cliff in front of her and bathed her in a warm glow. A sense of comfort surrounded her, the sense that somepony was looking out for her; watching over her like a guardian angel as Trixie looked to the heavens for hope. Then it was gone, like everything else in her life.

A streaking bolt of white lightning crackled across the sky above her, the tiny tendrils of light branching out until it completely covered the sky and blinded the mare. Trixie yelped and leapt into the air, her body trembling as she desperately scanned the mountaintop. She had to get to someplace safe. Quickly lifting the tattered harness of the wagon with her sparkling cyan magic, the powerful unicorn willed the wagon towards her and roughly placed the saddle onto her quivering back, quickly securing the heavy leather straps across her stomach and chest. The wagon shook and clattered as Trixie desperately dragged it behind her, the shattered valuables inside rattling and sliding across the wooden floor. The mare put her head down and dug her hooves deep into the earth, the course dirt grinding like sandpaper against the bottom of her hooves as she struggled to pull the weight of the wagon up the rest of the small incline before it would flatten out. Her legs wobbled and shook as she pulled with all of her might when the icy wind suddenly gained intensity, the howling gusts threatening to push her back down the hill. Trixie quickly glanced around the ravaged hillside again. Where was she supposed to go?

Trixie stood stalwart against the unrelenting wind as it whipped around her, shaking the wagon and causing its creaks to echo across the green valley beyond the mountains. She felt as every frozen raindrop seemed to pierce through her face and hide painfully. The icy gusts continued to brutally shove the cyan unicorn back until she finally lost her footing, tumbling back into the wagon as it started to roll back down the hill. Her head slammed into the front of the wagon with a sickening crack, splinters digging into her skull as she struggled to stay conscious. The heavy wagon hurtled down the mountainside, dragging the semi-conscious unicorn down with it who tumbled wildly in the harness. Millions of tiny jagged rocks sliced across her face, cutting her nose and cheeks as she desperately struggled to get out of the harness. Fresh blood trickled down her face, stinging her eyes before being flung off as she violently thrashed and lashed out with her magic to stabilize herself in the twisting harness. The wagon rattled and cracked as it continued to gain speed, throwing up more and more rocks from the wet ground that endlessly sheared chunks of flesh from her worn body. The world violently spun around the frantic unicorn as she glimpsed the speckled trail of crimson blood dotting the mountainside as the she cried out in anguished pain and fear. Then she woke up.

Trixie shrieked and desperately gasped for air as she sat up in the royal bed. An icy chill ran up her spine as she looked around the familiar bedroom of the royal palace. She was snuggled into the thick, warm blankets of the gigantic bed that Luna had placed her in after the feast. Her stomach still felt heavy from the large meal and her joints felt strangely sore, probably from kicking and flailing in her sleep. Trixie slowly gazed around the bedroom again, the finely decorated canopy was still draped across the top of the wooden bedposts adorned with the different types of ponies and the intricate design of the blanket still depicted the history of Equestria after the arrival of the alicorn sisters. She sighed as she rubbed her hoof across the soft fabric of the blanket, everything suddenly felt safe and secure. The familiar scent of oranges still wafted through the cold open air as she snuggled deeper into the blanket. Why was she so cold?

"Luna?" Trixie called out for the black alicorn, but there was no answer. She stared into the deep shadows of the long corridor as she waited for a reply, but there was nothing. No clopping of hooves on the hard marble floor or shuffling from the other rooms. The only sound was the faint drawl ringing in the back of her head. The windows were completely dark, the only light coming from the soft glow of the moon from above the window sills. _'Luna must be out on royal duties with the moon or something'_ she thought to herself. The intricate black and white tapestries that hung heavily against the walls shifted almost unnoticeably as a breeze rolled in from the corridor. "Hello?" she called out again, hoping for anypony to remember she was there. There was still no answer, no sound whatsoever. Chills started to race through her bones as she looked around the room. Where was everypony? She snuggled deeper into the blanket, pulling it up to her chin and laying her head back down on the pillow, but she didn't feel any warmer. The faint drawling in the back of her head steadily grew louder as she felt her body growing even colder. A worried expression came across her face as she saw the elegant tapestries against the walls start to whip back and forth. The thick black and white beads that hung from the ends slapped wildly against the brick wall as the breeze suddenly started to pick up. The air in her lungs grew heavy as she struggled to breath, curling up tighter into the blanket that still didn't provide any warmth. The unrelenting wind howled viciously across the covers of the bed, the churning vacuum sucking the air from her lungs. Trixie shut her eyes tightly as she struggled to comprehend what was happening around her.

The mare's body tumbled uncontrollably as she forced her eyes open again. The world spun endlessly around, her stomach churning as she tried to regain her senses again. Her eyelids fluttered open and closed in the wind as she caught a glimpse of black skies and then a line of blood leading up the hill behind her. She was back on the mountaintop somehow. What was happening to her? Tears began to pour down the unicorn's grizzled face and mix with the blood as she sobbed in pain and frustration. The heavy wagon continued to plummet down the mountainside with the weeping cyan mare still connected to the thick harness. The leather straps dug into her chest and stomach painfully as she began to desperately struggle against the metal fastenings again. The putrid bile from the bottom of her stomach began to rise to her throat as her body continued to fling wildly through the air behind the wagon, the coarse earth tearing the tender skin from her body. The cold snapped into every wound instantly, her ragged body slowly becoming numb as the ice crept towards her core. The speckled trail of blood grew thicker as it stretched down the mountainside towards the flailing mare. Shutting her eyes, Trixie turned all of her concentration towards using her magic to get the straps off of her. The cold mixed with hot piercing pain stabbed at her mind as she reached out with her magic, feeling the strap across her chest snap off. Her body flung even more violently behind the wagon, whipping back and forth and causing her spine to creak as it reached the limit of bending. She cried out with her eyes still shut tightly, tears rolling off the sides as she focused her concentration on the second strap. The leather pulled through the buckle easily, her body suddenly becoming weightless. She was finally free - there was nothing dragging her down or hard earth slashing across her frail, defenseless body. The azure unicorn opened her eyes to see the black storm clouds stretching across the top of a chasm as the wind rushed past her tumbling body. She felt suddenly peaceful as her mind went completely blank and she closed her eyes again. A cataclysmic crash reverberated across the canyon walls from the wagon shattering into the bottom of the ravine, but it barely had time to register as Trixie took one last deep breath, pulling in all the air she possibly could. But her breath was cut short and forcefully expelled from her lungs as her body slammed and rippled across the cold ground with the weight of the world pressing down on her. The wagon had careened from the top of the mountain to the bottom of the ravine in a matter of seconds but it had felt like an eternity to Trixie. Her world was black as she slowly lived her last moment over an eternity, the shockwaves ripping through her ragged body. She felt as every brittle bone in her body shattered and exploded against the force of the impact. Her organs rippled like jelly over and over again as she felt the rest of the air being crushed out of her lungs. Then she woke up.

She still felt the air being forced from her lungs, the immeasurable weight still pressed against her chest as she sat up shrieking and panting uncontrollably. Cold sweat enveloped her entire body as she tried again to regain her bearings. Her body was burning hot as she broke down and sobbed into the alicorn adorned blanket. Salty tears soaked into the thick blanket as she continued to cry uncontrollably.

"What happened?" the powerful yet soothing voice echoed concern as it came from the side of the bed. Trixie pulled her bloodshot eyes from the tear stained blanket to see the dark alicorn worriedly looking at her. The elegant princess stared at the distressed unicorn expectantly, her deep blue eyes focused with more wisdom than Trixie would ever know and her jaw locked with the stature of a heavy royal presence. Trixie continued to stare at the princess with a hollow expression, not quite knowing where to start.

"I had a nightmare…" Trixie tried to explain but as the word nightmare escaped her lips there was a flash around the princess. Luna's face was suddenly contorted into a demonic aspect, rows of razor sharp white fangs shown through withered transparent lips that rose into a menacing sneer. Her skin turned blacker than night and her eyes pierced through the unicorn with the pain of a thousand years alone. A brilliant silver spiked helm covered the rest of the alicorn's head, shining vividly in the darkness as if it were absorbing all the light around it so that it was the only thing that could shine. Finely engraved thick plated armor coated with more threatening spikes covered the rest of the princess from the tip of her hooves to her shoulders that had the same mysterious light bending affect as the helm. Shadowy tendrils radiated out from the sinister alicorn, swirling and engulfing everything around her in darkness. Trixie had never seen anything so dark. The image of Nightmare Moon flashed in front of Luna for only a moment, but it was enough to cause Trixie's eyes to roll back into her skull as her head fell back onto the pegasus down pillow again.

Her body trembled against the hard ground as she regained consciousness. It was still cold; it always seemed to be cold. There was no comfy mattress beneath her or warm blanket covering her as she groaned into the dank earth. She couldn't take much more of this - everything felt too real, everything was happening to her. She lived every moment of this pain. She reluctantly opened her eyes again to see nothing but darkness. She felt whole; she felt intact. The cyan unicorn turned her head in an attempt to see anything as her eyes slowly started to adjust to the darkness around her. Rounded walls started to appear from the darkness, stretching up into the high ceiling as it formed some sort of tunnel or cave. A dark line leading to a pool around her was illuminated by a shallow light that shown from a small, jagged opening at the end of the cave. A dried red pool surrounded her as she traced the line back to her. It was blood. Her blood. A memory flashed across her subconscious of dragging herself from where she had gotten free from both of the straps before the wagon had careened off of the cliff. But that had never happened; she remembered falling to her death. She remembered living through the pain of death. What was happening to her? She began to sob into her hooves when she heard a rustle from one side of the cave. A scraping sound echoed around her as a faint purple light suddenly illuminated a lavender unicorn that was staring directly at her.

"H…h…he…" Trixie gulped as her throat felt dry and her voice trembled, "h-hello?"

"Trixie," the unicorn finally spoke.

"Wait! You're the unicorn back from Ponyville! The one who saved me!" Trixie grew excited as she recognized the unicorn and struggled to sit up.

"Yes, my name is Twilight and I nee-" the unicorn's voice was cutoff as a transparent blue paw that sparkled with faintly glowing stars wrapped around her. Trixie heard the frantic shrieks as the gleaming black claws of the paw dug into and pierced the unicorn's flesh, fresh blood soaking the cold ground. The transparent arm that gripped the unicorn stretched back from a translucent cobalt body that mimicked the stars, the outline of the cave faintly being seen through the muscular, furred form. Unwavering red eyes stared down at the unicorn in its grasp as a pair of massive jaws suddenly appeared. Trixie recognized the Ursa Minor from Ponyville as it sank its claws deeper into the lavender unicorn's flesh and dragged her back into the dark depths of the cave.

"WAIT! NO!" Trixie screamed at the top of her lungs as she heard the sickening sound of bones snapping and jaws crunching from the darkness. The morbid cries and screams of the unseen unicorn echoed throughout the cave, turning to light whimpers and slowly dying away as Trixie sat helplessly trembling on the cold ground. Tears erupted from her eyes as the azure mare completely broke down and collapsed onto the hard earth again. Out of all the things she had experienced, this was the worst; she would do anything to never know this pain again. The crunching and snapping of the massive jaws continued to echo throughout the cave over her anguished sobs as her body shook violently. Trixie's mind imagined the lifeless body slowly being crushed, her head hanging out of the beast's massive jaws while the rest of her slowly disappeared down the creature's throat. She closed her eyes tightly again hoping to be teleported out of the awful place, the haunting images of the lavender unicorn's glazed over eyes watching as the rest of her body was devoured rang through Trixie's mind. A gale of wind suddenly engulfed her as she felt her body being pulled through space, the dying screams of the unicorn still echoing in her mind.

Her body twitched violently in the enormous bed back at the royal palace, the movements not her own. The cold still enveloped her body and she finally embraced it, right down to her core. It engulfed her and consumed her soul; she had felt so much pain. She watched as her body leapt up and her head snapped around the royal bedroom impossibly fast, locking onto a lone unicorn servant who stood in the corner watching the mare warily. Images of the lavender unicorn's limp body slowly being crushed and ground into a pulp in the Ursa Minor's jaws flashed before her eyes, driving her forward. Different images began to flash before her of the servant being shredded to pieces by her own razor sharp teeth and hooves, chunks of flesh and crimson blood splashing across the enormous room and staining the walls. A petrified look came across the servant as he backed into the wall and trembled before her. She felt as her lips curled up above a row of razor sharp teeth that were forming painfully from her old ones. Darting forward and lunging from the edge of the bed, the only thing she could think of was tearing the flesh from the unicorn's neck, ripping his head off and tasting the warm blood gush into her mouth as the heart continued to pump. The unicorn servant shrieked, turning his head away and exposing his neck to the bloodthirsty predator.

"TRIXIE STOP!" a dark blue, sparkling aura of magic engulfed Trixie mid leap as she lunged toward the innocent unicorn. She let out a furious hiss and snapped her head towards the shadowed corridor to see Luna's horn glowing with the same magic that surrounded her.

"_**I'm not Trixie"**_ the voice sounded like ten different growls that came from all angles of the room directed at the alicorn, but the princess was unfazed as she stared down the demon before her.

~Break~

Twilight quickly flashed away in a blinding arc of white light, her cheeks burning red as she desperately tried to remove herself from Fluttershy's house. She had been teleporting away from awkward situations more than usual lately. What was happening? She had never had these types of awkward situations before. Why was it all suddenly happening to her? Maybe it was something she did. Maybe it was some sort of emotional response to the loneliness she had been feeling before. It was true she had missed her friends, but had she missed them that much? So much so that she wanted to be some sort of "more than friends"? What does that even mean? How can you be any more than friends with somepony?

Twilight puzzled over the circumstances of the past couple days as she moved through the infinite nether. The swirling purple vortex of energy that surrounded her flashed and glowed as it protected her from the harmful energies that beat against the barrier. Though teleporting may look instant to anypony else, it actually took several dangerous seconds depending on how far one was trying to go. The nether in between dimensions was not a welcoming place; the violent otherworldly energies would instantly enshroud anypony who dared to travel between worlds. Many unwary unicorns were known to have been engulfed by the cosmic energies the first time they tried to teleport and were imprisoned between worlds, forever trapped in nothingness. At least that's what Twilight assumed, nopony actually knew what happened when a dimension travelling unicorn would never flash back into existence. Maybe they just appeared in an alternate dimension where everything was backwards. That could be nice, someplace where she wasn't constantly embarrassed or confused. Everything had always come easily to her after she had learned to control her magic, but this thing was new. This feeling that quivered through her body and consumed her, clouding her judgment and making her do things that she never dreamed of. And the worst part was that everypony seemed to know more about it than she did! Everypony seemed frustrated that she didn't know what to do about it either. This subject required more attention - as soon as she got home she would rip every book off the shelf again and tear through the pages for answers! There had to be something.

Cobblestones materialized under her hooves as she flashed into existence at the edge of Ponyville. The warm afternoon sun beat down on her from above as a cool breeze whistled through the trees of the Everfree forest behind her, ruffling her already messy hair further. She had appeared on the path in front of Sugarcube Corner at the edge of Ponyville, the bakery standing tall over the rest of the town. Somepony at the top would be able to see everything that happened in Ponyville. The stones clacked under her hooves as she made her way towards the heavy wooden door at the front of the bakery, her shadow flickering for a moment as it stretched out in front of her. Something was different about the bakery. Her shadow continued to periodically vanish and reappear underneath her as she inspected the broad cracks that ran through the thick front door. It was almost as if it had been recently repaired with nothing more than super glue. What pony would have the time and patience to do that?

"Certainly not Pinkie," she said aloud to herself while knocking on the side of the building. The door swung open instantaneously before Twilight could even finish her second knock, the pink mare in the doorway glaring angrily at her.

"Oh hey Pinkie…" Twilight smiled sheepishly knowing that her friend had heard her.

"HEY TWILIGHT!" the earth pony suddenly perked up and screeched at the startled unicorn. Twilight's skin quivered at the irritating intrusion as she continued to smile uncomfortably at her friend.

"So… are you going to invite me in?" Twilight finally asked. Pinkie's face contorted into a grimace before quickly snapping back to normal.

"Yessss… sssssure…" the pink mare hissed, beckoning for the lavender unicorn to follow her inside. Twilight paused to watch the earth pony recede into the darkness before warily stepping through the doorway. The door slowly creaked behind her and clicked shut as soon as she entered. The inside of the bakery was pitch black, the only light coming from small halos that glowed from around cardboard sheets that had been crudely taped over the windows. Pinkie's faint silhouette shuffled across the center of the open room slowly. The small ornate tables and chairs that were normally set up at one end of the room were completely gone, thick black grime outlining where they had been. Twilight turned towards the earth pony on the other side of the room who had finally stopped.

"Didn't there used to be chairs and tables here? I always thought they were bolted down," the purple unicorn laughed nervously as she watched the silhouette of her friend look over her shoulder before turning back to shuffle forward again silently. Twilight squinted in the faint light as she bent down to examine the grime spots that had been hidden under the tables. They had been bolted down. Tiny fissures snaked out from deep holes in the tile as if the tables had been violently uprooted. Pinkie was motionlessly staring at the wall in front of her without a word as Twilight looked up to survey the rest of the room again. She let out a light gasp as her eyes finally adjusted to the shallow light and shards of broken glass started to appear from the darkness. A trail of twisted metal and shattered glass led across to the other side of the room where the tables and chairs were piled up chaotically against the wall. Her attention immediately snapped back to her friend who still stood silently staring at the blank wall in front of her.

"Pinkie, are you okay?" Twilight's voice wavered and grew quieter as the concern rang in her voice, "what happened here?"

Pinkie finally turned away from the wall to look at Twilight. The pink mare's eyes were completely black, no sign of her normal blue irises or any other color shown in the faint light. Twilight instinctively drew back as Pinkie's lips curled up above a pair of razor sharp fangs that protruded from the edges of her mouth.

"Pinkie you're scaring me!" Twilight began to tremble uncontrollably as she backed herself into the corner of the room away from the demon in front of her. Pinkie began to breathe deeper as she menacingly stepped towards the paralyzed unicorn. Twilight shuffled backward at a steady pace, quickly scanning the room for any way out when her tail suddenly brushed against the course wall of the bakery. She pressed her body firmly against the edge of the room as she continued to desperately search for any escape. The door was still firmly shut, the windows still covered up, and distorted shards of metal and glass were strewn across the ground that dared her to step anywhere and not cut her hooves. There was no immediate escape, the door was the best bet but her mind was too clouded with fear as the creature in front of her seemed to stare into her soul. The black piercing eyes that threatened to tear her soul out in front of her showed no emotion as they grew closer and closer.

"Pinkie please!" the lavender unicorn whimpered, her lips quivering and tears starting to form behind her limpid eyes as she slid her back further against the wall until she finally pressed herself deafly into the corner of the room. Afraid that it would be the last thing she ever saw, Twilight glanced around the room one last time, taking in everything around her. The re-pieced together door to her right lay perpendicular to the corner she was in now, a faint glow stretching across the ground from the small slit at the bottom. The distraught chairs and tables were strewn across the wall away from the door. The row of windows that ran along the wall to her left, opposite the pile of chairs and tables, were still covered with the thin sheets of cardboard. The glow from around the edges of the cardboard still lit up the room just enough to cast eerie shadows in the utter darkness.

The pink mare continued to draw closer, faint sunbeams illuminating her twisted face for a split second each time she passed by the edges of the covered windows. Twilight noticed her own shadow flickering in and out with every step that the earth pony took towards her, becoming fainter and fainter each time it came back until it finally disappeared completely just as Pinkie trod over it. Twilight recoiled into a ball, pressing her body as hard as she could into the corner for protection. She shut her eyes tightly as she felt a hot, heavy breath roll across her face and invade her nostrils. It smelt like death, like suffering, like pain. The heavy stench consumed her senses and reared up into her head, clouding any thoughts she had left. She felt the presence as it moved down her face and across her neck, lightly caressing the most tender areas of her flesh. Her skin crawled and twitched violently as every inch of her being tried to escape.

"Twilight?" the voice sounded distant and hurt, like an innocent filly calling out. Twilight shut her eyes tighter in an attempt to drown out the voice. It was a trap. It had to be trap.

"Twilight… I'm scared." The voice came again softly, reaching out for support. Twilight slowly opened her eyes expecting to see an incomprehensibly evil demonic expression marred across her friend's face, but instead she found herself looking into two deep blue, terrified eyes. Almost as terrified as hers. The lavender unicorn hesitated to move, images of the pink mare suddenly reverting back to the demonic creature flashed before her eyes as she uneasily watched her friend for a few moments.

"Twilight?" Pinkie spoke again. Her teeth were no longer pointed and her eyes were clear pools of white with lotus blue rings surrounding her pupils. She seemed like normal Pinkie Pie.

"Twilight please!" the pink mare begged, scooting closer to her friend. Twilight instinctively drew back whatever more she could. She hadn't realized how much she had let her guard down and relaxed as her back slammed into the hard wall behind her again. Pinkie gave the unicorn a hurt look as she scooted back. Twilight felt a pang of sympathy for her friend as she saw how disturbed the mare was at her reaction. But what did she expect? She had just tried to attack her!

Pinkie's lower lip quivered into a pout as tears started to roll down her face and fall to the ground with a light patting sound. Guilt coursed through Twilight as she watched the mare cry alone in the center of the room. She was only a few feet away, but her friend may as well have been across the world from her. Every guttural, choking sob wrenched the unicorn's heart as she continued to watch her friend skeptically. It could just be a ploy to get her to let her guard down completely. Or maybe her friend was legitimately in need. Fear slowly turned into uncertainty and was soon replaced with sorrow for the distraught earth pony.

"Pinkie?" Twilight finally breathed softly. The earth pony's head snapped to her unnaturally fast, but her eyes were still as clear as the night sky. Tears still raced down her face as she sniffled at her friend and turned her attention back to the ground.

"Is everything alright?" Twilight finally relaxed a little, sitting up and slowly stretching out one of her hooves tentatively. Pinkie only sniffled in response, rubbing her hoof across her runny nose awkwardly as she continued to stare at the ground.

Twilight took a reluctant step forward, never taking her eyes off of the earth pony. The pink mare still sat motionlessly in the center of the room as Twilight took another tentative step forward. Pinkie's head snapped up unnaturally fast again, her eyes a deep polluted black as they stared down the wary unicorn. Twilight drew back again as she met the creature's gaze. The faint light beams from the edges of the windows shown across the mare's muzzle as Twilight stood paralyzed with fear again. Pinkie saw the terror in her friend's eyes again and dropped her gaze to the floor as another stream of salty tears erupted from her; the light beam that was across her muzzle now shown across her clear, limpid eyes. Twilight watched as the mare's head bobbed in and out of the light beam with each gasping sob, her friend's eyes changing from black to clear each time they entered the beam. So there was a reasonable explanation for all of this. Twilight liked reasonable explanations. The shadows must have simply covered Pinkie's eyes making them appear black while the earth pony was trying to get close to Twilight for emotional support. But what was wrong? It must be serious if the pink mare hadn't noticed her immediate reaction.

A sense of security washed over the lavender unicorn as all doubt was suddenly purged from her mind and she openly trod over to comfort her friend. Brushing up against the party mare, Twilight tucked Pinkie's trembling head under her chin and gently nuzzled her face into the mare's fluffy cotton candy mane. She scrunched her nose, stifling back a sneeze, as the curly kitten-soft strands of hair tickled her with every breath. Her head bobbed up and down with the earth pony until the sobs finally ebbed away, an occasional sniffle interrupting the silence around the motionless pair in the center of the room. Twilight moved her head away to look down at her friend gingerly before prodding the cotton candy mare's cheek with her nose. Pinkie shifted to meet her friend's gaze, sniveling as the dried tears that caked her face began to crack beneath her eyes.

"I'm sorry Twilight, I don't know what's been happening to me lately."

"What do you mean? Why are you scared?" concern rang in the unicorn's voice again.

"I've been having nightmares every night lately; nightmares about ponies being torn to shreds and a strange black and white mare chanting. I don't know what's happening." Twilight felt the earth pony tremble as a light chill ran through her friend's body. The chill escalated before seamlessly entering the unicorn's body and racking her own spine with violent tremors. Soon both ponies were trembling as they huddled together in the center of the room.

"They're only nightmares Pinkie," Twilight reassured her friend, drawing her in closer as the tremors began to subside.

"They feel so real though..."

"Dreams can be like that, I read one time that many ponies still believe that dreams are an opening to another dimension or world entirely."

"Well I don't want to live in that world." Pinkie's words were strong and harsh, as if whatever was in her dreams bothered her beyond all reason.

"Tell me more about your dreams," Twilight suddenly felt more like a psychiatrist than a friend.

"I don't really want to…" the pink mare's words trailed off as she turned away from Twilight to look back at the ground. Pinkie was obviously afraid of what was happening in her dreams_. 'Maybe she just needs to talk about it,' _thought Twilight.

"Pinkie…" Twilight almost spoke in a condescending voice as she pressed the earth pony to talk to her.

"It all started about a month ago when I had this nightmare about stalking a young colt. He was walking alone down the streets of Ponyville in the middle of the night. There was no moon or stars and it was darker than I had ever thought possible, but yet I could still see every detailed feature of the colt. His strong, dark haunches that bristled as he walked and his tanned brown hide that seemed to glisten even in the dark."

'_Where is she going with this?' _thought Twilight.

"I remember he suddenly stopped and looked around, as if he had sensed me watching him. I watched him scan the area as if he was worried about something. His gaze passed over me a couple of times but he never really saw me. It wasn't until after that when he had gone back to walking that I moved in closer. I remember that I couldn't hear my own footsteps as I got a better angle to see the colt's face. He was actually kind of handsome as I stared at him from the dark alleyway," Pinkie blushed and turned away as she recalled the dream. Twilight couldn't help but grin at the way her friend talked about the colt.

"So what happened?" Twilight snuggled closer to the pink earth pony as she waited for the story about the handsome colt to continue. She could imagine the young, muscular pony with strong broad shoulders that rippled as he walked. The lavender unicorn let out a light sigh as she waited patiently for her friend to continue. Pinkie only sat motionless staring at the ground with empty eyes.

"What happened?" Twilight almost squealed with delight but was cut short by the sullen look on Pinkie's face as she looked up from the ground.

"Oh no! Did something happen to him? Did something attack him!" The girlish glee in the unicorn's voice had disappeared and now sounded more like a young filly, her voice wavering up and down as she probed for the fate of the handsome young colt.

Pinkie turned her gaze back to the ground, a lone tear rolling off her cheek as she spoke.

"I did." the earth pony almost whispered, her voice trembling.

"What?" Twilight drew away to look down at her friend who was still staring at the floor.

"I attacked him. He turned and saw me and I lunged at him." Pinkie never took her eyes from the floor; she couldn't take whatever look her friend must be giving her right now.

"What do you mean? Like you _killed _him?" the unicorn's voice came softly.

"Worse than that… I ate him. Devoured him completely until there was nothing left. Every chunk of flesh, every squishy organ, every splintered bone was gone. And I witnessed it all."

'_No wonder she's so shaken up, what a horrible thing to dream about.'_ Twilight thought to herself.

"I'm so sorry, but it's just a dream. None of that really happened." Twilight cuddled closer to her friend again as she tried to reassure her. Pinkie continued to sit motionlessly staring at the floor.

"But that's not even the worst dream I've had, that was just the first. This has been going on every night since then. Every time I see myself killing somepony in the middle of the night and feasting on them. I don't know what's wrong with me." Pinkie's head swayed back and forth as she cradled it in her hooves.

"Nothing's wrong with you! Everyone has nightmares, yours just seem to be… ongoing." Twilight did her best to comfort her friend as she tried to stop the mare's swaying.

"Well it wasn't even that bad before, I just assumed they were nightmares before too. They were all imaginary ponies that didn't actually exist but then I saw Rainbow Dash here at the bakery and then Spike later in the Everfree Forest. He was walking alone to, I guess, Zecora's hut and I stalked him the entire time."

"But you didn't eat him did you?" Twilight kept her voice under control despite the nagging worry in the back of her mind.

"No I didn't. Those were the first times that I hadn't killed somepony in one of my dreams and since then more and more of our friends have been showing up in my dreams. I just don't want to hurt any of you." Pinkie began to sob uncontrollably again as tears sprang from her eyes and flooded the ground around her.

"It's okay! It's okay! Nothing's going to happen to us! Everypony is fine! I'm right here!" Twilight wrapped herself tighter around the distraught mare and gently rocked back and forth in a vain attempt to quell the sudden outburst. Pinkie's muffled sobs slowly started to dwindle again as she cried into her friend's chest, occasionally going into another fit of bawling with Twilight trying to calm her down again before her sobs finally died away completely. The pink pony sniffled as she pulled her head away from her friend's chest and looked up into the unicorn's deep violet glowing eyes. Twilight looked down at her with a sympathetic, reassuring smile, still holding her in her arms.

"Thank you." Pinkie said staring directly into Twilight's eyes before quickly pecking her friend with a quick kiss on the lips. Twilight quickly pulled back, her eyes growing wider.

"What was that for?"

"That was for you silly!" A devilish grin growing across the pink mare's innocent looking face. Twilight sat stunned for a couple of moments before cuddling in closer to the cotton candy earth pony again.

"Thank you." Twilight said abruptly before giving her friend a quick peck on the cheek.

"For what?" Pinkie asked enthusiastically but Twilight didn't respond.


	6. Chapter 6

"What's it say?" squeaked Rainbow Dash. Spike tilted the mysterious book in his hands trying to make sense of the words.

"I don't know it's all just gibberish."

"What do you mean? I bet I can figure it out. Let me look at it." Rainbow Dash quickly grabbed the book from Spike, tilting it the same way he had as she tried to make sense of the strange words.

"So?" Spike snickered.

"THESE AREN'T EVEN WORDS!" the multicolored pegasus yelled into the book.

"Well it's probably in another language."

"Who does that?" Dash barked at the foreign words.

"I don't know… maybe _foreign ponies_!" Spike yelled snatching the book from her. "You know! Ponies who live their lives every day outside Ponyville!"

Rainbow Dash glared at the baby dragon menacingly for several moments.

"I think it's some sort of prophecy," Spike said finally, ignoring the pegasus's glare as he studied the text. Dash forgot her anger for a moment and perked up at the new information.

"So what does it say?" she squeaked again.

"I still don't know but I think I remember an ancient book that could help us translate it." The purple dragon placed his claw between the pages of the book and closed it as he carried it with him towards one of the many bookshelves on the other end of the room. Dash quickly trotted after him as he rolled the step ladder over to the bookshelf furthest from the end and climbed up to the top to pull out a dark crimson book.

"_The Art of the Modiste_? What is this?" Spike asked himself aloud while flipping through the pages. "Dresses? Gah, Twilight must've re-shelved again without telling me, I hate it when she does that!"

"How is that supposed to help us?" Dash looked to the baby dragon who was climbing down the ladder carrying both books.

"It's not, but Rarity might like to see it," he said nonchalantly walking over to Twilight's desk to put it in a pile that consisted of other fashion books he had been collecting for the fashionista pony. Dash sighed to herself as Spike came back with the mysterious book still clutched between his claws and repositioned the ladder to the adjacent bookshelf.

"Here it is," he said pulling out an identically colored, dark crimson book from the top shelf and stepping back down to the ground.

"_Popular Translations of the Maneyans_?" asked Rainbow Dash looking over the shoulder of the unicorn's assistant.

"They were an ancient race of astrologer ponies who predicted all sorts of things. The scary thing is that they've all come true so far."

"So you think the prophecy in this book is from the Maneyans? Like another prediction?"

"Possibly, let me see if I can decipher it." He said taking both books back to Twilight's desk and opening them side by side. "This may take a while."

Several long hours passed of Spike sitting at the desk silently looking back and forth between the two books and occasionally writing something down on the parchment in front of him. During that time, Rainbow Dash managed to groan every ten minutes as she collapsed on the ground from boredom and rolled around, constantly changing positions to try and occupy herself.

"Okay I think I have the first part done," Spike said standing up from the desk with a grunt and turning around to find Rainbow Dash upside down against the bookcase pawing at the air.

"Uh… What are you doing?" he asked the pegasus with a confused expression.

"What? Oh sorry I got bored," responded Dash flipping back over and righting herself, "did you finish translating it?"

"I think I'm done with the first part," the purple dragon repeated showing her the paper he had been writing on.

"That's it? There's only like eleven lines." Dash peered at the dragon's scribblings quizzically.

"Well it's very difficult to translate Maneyan considering it's a language that's been dead longer than Luna and Celestia have been around."

"So discovering this long lost prophecy could make us famous, like Daring Do?" Dash suddenly realized.

"I guess so." Spike replied flatly.

"So what does it say? Is it like a doomsday prophecy?"

"It could be, it talks about the 'end of the powers' and stuff along those lines. The strange thing is that it seems to cite sources from the ancient civilizations of the south."

"Why is that strange?"

"Well because the Maneyans lived extremely far north and the Sorce lived extremely far south and neither had any means of communicating with the other, but yet they still wrote down nearly identical prophecies."

"So two completely different ancient civilizations prophesized the same thing?" the pegasus tried to reason through the paradox.

"That's what it looks like."

"You still haven't told me what it says!" Dash squeaked at the dragon scribe.

"Well I only have the first part done and it's still kind of awkwardly translated."

"Just read it to me!" the pegasus's patience wearing thin.

_The earth will shudder and the skies will shatter_

_The factions three will scatter_

_As the heaven's powers begin to wane_

_Those who held the magic will only stutter_

_As the darkest days will be muttered_

_All in vane_

_The mind's freedom will be gone in a flutter_

_All in vane_

_The first Winter has been revealed_

_Every Magi's fate the same_

_Every Magi's fate is sealed_

"I thought it was hard to translate? How come it rhymes?" asked Rainbow Dash.

"I don't know. It's like it was meant to be translated, like they foretold this very moment."

A chill ran through the two as they stood bewildered at the idea of their fates being predetermined.

~Break~

The auburn sun outside the covered windows crept across the sky and slowly started to fall as Twilight and Pinkie continued to cuddle in the center of the room. It had been silent for hours while the two snuggled closer and closer to one another. Finally Twilight pulled away, nudging Pinkie to make sure she was still awake as she stretched out her hooves. A brittle popping sound resonated out from her joints as she stretched them in front of Pinkie who in turn started to do the same. Questions flooded Twilight's mind as she took a moment to admire her friend after she had gotten done stretching. Who knew friendship meant so much? This was the second time today that she had been kissed. It was kind of fun. Did other ponies kiss more often? Why hadn't she heard of this happening more often? Or seen it? You would think that over the years somepony would be caught kissing. Maybe it was a taboo. Maybe you weren't supposed to kiss in public. It could be construed as dirty… even vulgar in some light.

"Twilight?" Pinkie's voice suddenly broke her concentration and she turned to see her friend starting to tremble again, "I'm still scared."

"Why? What's wrong?"

"You're such a good friend. I don't want to lose you; I don't want anything to happen to you."

"Nothing's going to happen to me. Like I said, they're just dreams, they're not real." Twilight reassured her friend.

"They still feel real…"

"Well they're not." Twilight said definitively, almost stubbornly. A pang of guilt shot through the unicorn as she watched the pink mare droop and her eyes drop back to the floor.

"What have your most recent dreams been about?" she asked hoping to cheer up her friend in any way that she could.

"That's why I've been so worried. I've been dreaming of you - you, Rarity, Applejack, and Fluttershy. Stalking and watching all of you, I'm afraid something might happen."

"Nothing is going to happen!" Twilight said sternly, watching her friend's body sag even more. "But what did you see in your latest dream?"

"Well I was flying through the air, like I was weightless, across the starry night. The moon was almost full and there was plenty of light this time. I remember it felt almost like I was being summoned somewhere, like somepony was calling me, but I don't know why." Pinkie scrunched her brow as she tried desperately to recall every detail of her dream. Twilight diligently analyzed every word for validity as the pink mare spoke. It was true that it was fairly bright last night from the stars and the moon was nearly full, but that certainly didn't make her dream true. Twilight almost had to laugh at herself for how much she was analyzing Pinkie's words. It was preposterous that a dream could ever be real.

"Then I saw Fluttershy's house in the distance," Pinkie continued, "well it looked exactly like Fluttershy's house anyway. It would have been Fluttershy's house if it weren't in a dream, you know?"

"Yeah, it's not actually the real place even though it looks like it because it's in a dream," Twilight added.

"Yes just like that, but anyway I flew into the house and saw you, Applejack, Fluttershy, and Rarity huddling together by the fire that had just gone out. Then I flew around the room a couple of times and left and that was it."

"Hmm that's weird because…" Twilight started to nod her head when the realization suddenly struck her. Her eyes grew impossibly wide and she scrambled away from the pink mare as fast as she could. That had happened. The four friends were huddled together talking about Pinkie when something had come into Fluttershy's house in the middle of the night. That evil presence that snuffed out the fire and temporarily froze the room; the specter that had engulfed the entire room and terrorized the four mares to their cores - It had been Pinkie Pie.

The air suddenly grew cold around the unicorn. Pinkie was looking at her with a bewildered look as if she didn't know what was going on. Maybe she didn't but Twilight didn't feel safe with her anymore. The rings of light that glowed from around the edges of the covered windows quickly began to fade away as the sun abruptly dropped below the horizon outside. She had spent all day at Pinkie's. Never taking her eyes off the earth pony, Twilight started to back away towards the door, being careful not to get cornered again. The small light beams raced across the floor towards the windows as the sun completely set. Pinkie only sat with a confused expression on her face. Twilight scrutinized every movement that the party mare made as she continued to back up towards the door, but Pinkie didn't move the slightest the entire time. Just before Twilight got to the door, the light beams travelled across Pinkie's still confused face. The pink mare's face transformed in the wake of the light beam as it passed over her. Her clear white eyes with the light blue rings changed to a pure black that focused in on the paralyzed unicorn with predatory precision. The unfeeling eyes pierced through the lavender mare and studied her every clouded thought as the light beam continued to move down the earth pony's face and cross her mouth. The innocent, confused smile turned into a deadly grimace as the light passed over. Spaces suddenly appeared between her teeth as rows of razor sharp teeth formed into a menacing sneer. Her cotton candy hair flattened down the side of her face as the light beam continued to move past her, changing the rest of her once innocent face into that of some distorted creature. There was one moment when the light beam was exactly across half of her friend's face; an innocent, cotton candy pony on one half and a malicious demon creature on the other. A single pitch black eye lay across from a clear white one and a confused smile seamlessly melded into a malicious grimace. Her once light fluffy cotton candy hair completely flattened against her skull and draped down her neck. Then it was only the creature.

This wasn't another trick of the light, this was Pinkie's nightmare – and it would soon be Twilight's. The lavender unicorn couldn't even tremble as she stared the creature in the eyes. It was too terrifying to even cry out, this was horror she had never known. Twilight started to think of any safe place, anywhere at all where this creature wasn't. An image of her warm library home flashed across her memory and she started to reach out for it. The demon seemed to sense what the lavender unicorn was doing as it suddenly lunged forward, streaking across the room with twisting black shadows enveloping it. Demonic shrieks that could flay the skin from a pony's body engulfed the room as the creature struck out with a shadowy, clawed hand. The magic that Twilight had been preparing around herself to teleport safely was instantly torn to shreds. The fizzled magic dissipated with an ear-shattering crack that resounded across the room as if a bolt of lightning had suddenly struck the area.

The knock from the shadowy specter was enough to break the unicorn's concentration and send her flying across the room in an explosion of purple sparks, slamming into the wall next to the door with a heavy thud. The broken chairs and tables that had been chaotically piled up across the room creaked and grumbled as the reverberations from the mare hitting the wall echoed through the room. Twilight groaned as she struggled to sit up, her ribcage hurt and trickles of blood started to run down her side. The creature didn't give her any time to recover as it thrust an ethereal claw through her side and catapulted her across the room - away from the door, away from any hope of freedom or salvation. Another sickening thud echoed across the room, this time with an equally nauseating splatter of blood against the wall as she hit. Fresh warm blood dribbled down the wall and pooled around the purple unicorn lying motionlessly on the floor who had nearly given up all hope. There was only one thing left she could try. Twilight gathered whatever strength she could to pull up another magical barrier around herself. The thin film barrier would maybe be enough to hold back the magical energies of the void long enough for her to get home.

Blood stung her eye as she forced it open to make sure the nearly clear shield would be enough. Normally her shield would be a bright and vivid lilac purple but this time she only had enough strength to put up a nearly clear one. The shadowed creature that was once her friend lunged across the room again to strike as Twilight focused her magic and quickly flashed away. A single claw managed to poke through the barrier as the unicorn dematerialized, shattering the magical vacuum that held the shield together. Another thunderous boom echoed through the room as Twilight disappeared into the void.

~Break~

"You are no mere windigo."

"Very observant alicorn," the creature hissed back.

The unicorn servant who had been only inches from death quickly scampered away as Luna stared down the demon that she still grasped with her dark blue magic. The twisted visage of what used to be Trixie was still slowly contorting into a more and more terrifying image every second as the princess held her. The unicorn's once bright coat grew darker and transparent as shadows seemed to dance across it, her veins glowing like red hot streams of magma under her skin. Her once petite cyan mouth now spanned all the way back to her ear, deep red and black jaws snapping open and closed like a fish out of water. The unicorn's teeth continued to grow longer and thinner into curved sickles and then into arched needles until she was unable to close her mouth all the way. Her once orchid colored eyes now faded continuously between pitch black and blood red. Fissures started to appear between the unicorn's hooves revealing a set of claws that lengthened and retracted menacingly. Her horn gradually grew longer into a sharp point that could easily impale anypony. '_How much more terrifying can this creature get,' _Luna thought to herself.

"What are you? Explain yourself." The princess's voice was passive yet firm as she demanded answers.

"We are but the first. The beginning. Soon Equestria will be purged of life. The world will be purged of life."

"And let me guess – a new world will rise from the ashes, a world just for you." The alicorn tried to finish the creature's words.

"Wrong!" the creature snapped, "the world will end. Life will end. Time will end."

"You seem so confident," Luna replied slightly amused at the creature's reaction.

"It has already been foretold within prophecy and vision alike. You cannot stop the end. Your fates have been sealed."

"We'll see about that." Luna constricted her magic around the creature tighter and levitated it a few feet in front of her as she made her way down the dimly lit corridor towards her sister's chamber.

"You believe your precious alicorn powers to be the strongest in the universe," the creature hissed in contempt.

"Well we do control the sun and the moon, I don't know of anything else with the power to do that." The princess responded turning the creature within her magical grasp to look it in the face as she continued to step down the hall.

"So powerful yet so ignorant, you believe yourselves the only planet in the universe."

"Silence creature, my sister will know what to do with you." The alicorn was curious about other worlds but it was not worth risking the escape of this dangerous creature.

"Are you not adept at handling me yourself, alicorn?" the creature growled.

"I have been gone for a thousand years and have no experience in dealing with a creature such as yourself. My sister, on the other hoof, has probably dealt with hundreds of your little demon scum brethren and will know exactly what to do."

"We are but three at the moment, the hundreds are yet to come. This is the beginning."

"The beginning?" the princess paused for a moment.

"The test to find the most viable of the life to use." the creature snickered.

"That's enough!" Luna finally snapped, turning the creature away from her again. A demonic grin spanned the creature's face as it stared ahead at the gleaming white and gold gates it was rapidly approaching.

"This has been an interesting experience – "

"I said silence creature! Not another word until in the presence of my sister Celestia!" the dark alicorn irritably cut off the creature.

"I'm afraid I must be on my way," the creature's grin deepened, "give my regards to your sister."

Luna tightened the grip of her magic around the creature expectantly but it was no use. It was as if she were suddenly holding nothing but air as the creature metamorphosed into a flickering shadow and fell straight through her aura onto the ground with feline grace. Crouching before the alicorn, the figure reverted back into the shape of Trixie for a moment and smiled devilishly at the princess before twisting back into the demon and taking on the form of a solid shadow. Pouncing towards the single open window between the princess and the gates that housed the other alicorn, the creature disappeared into the night despite Luna's desperate attempts of lashing out at it with her magic. There was no possible way that the royal guards could handle such a threat, the sisters would have to do it on their own. Luna sighed as she watched the cat-like figure quickly scale down the cliff sides of Canterlot and vanish into the rolling hills below.


End file.
